Exhibit 4.1 


 


EXECUTION
VERSION


 


GS
MORTGAGE SECURITIES CORPORATION II,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


RIALTO
CAPITAL ADVISORS, LLC,

as General Special Servicer


 


TRIMONT
REAL ESTATE ADVISORS, LLC,

as 1000 Wilshire Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC

as Operating Advisor and as Asset Representations Reviewer


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


 


July
1, 2018


 


GS
Mortgage Securities Trust 2018-GS10

Commercial Mortgage Pass-Through Certificates


 


Series
2018-GS10


 






     


     


    

 





TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	Section
    1.01	Defined
    Terms	8
	Section
    1.02	Certain
    Calculations	151
	 	 	 
	ARTICLE
    II
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS;
	ORIGINAL
    ISSUANCE OF CERTIFICATES; CREATION OF RR INTEREST
	 
	Section
    2.01	Conveyance
    of Mortgage Loans and Trust Subordinate Companion Loan	153
	Section
    2.02	Acceptance
    by Trustee	158
	Section
    2.03	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans and the
    Trust Subordinate Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties	160
	Section
    2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Trust Subordinate Companion Loan REMIC Regular Interests	177
	Section
    2.05	Creation
    of the Grantor Trust	178
	 	 	 
	ARTICLE
    III
	 	 	 
	ADMINISTRATION
    AND
	SERVICING
    OF THE TRUST FUND
	 
	Section
    3.01	The
    Master Servicer to Act as Master Servicer; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans,
    the Serviced Companion Loans and REO Properties	178
	Section
    3.02	Collection
    of Mortgage Loan Payments	186
	Section
    3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	192
	Section
    3.04	The
    Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Serviced Whole
    Loan Custodial Account, the Interest Reserve Account, the Pooled Gain-on-Sale Reserve Account, the Excess Interest
    Distribution     Account, the Pooled RR Interest Gain-on-Sale Reserve Account, the 1000 Wilshire Gain-on-Sale Reserve
    Account, the Excess Interest Distribution     Account, the 1000 Wilshire RR Interest Gain-on-Sale	 



 






     


     


    

 




	 	Reserve
    Account and the Trust Subordinate Companion Loan REMIC Distribution Account	196
	Section
    3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account	204
	Section
    3.06	Investment
    of Funds in the Collection Account and the REO Accounts	217
	Section
    3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	219
	Section
    3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	225
	Section
    3.09	Realization
    Upon Defaulted Mortgage Loans and Companion Loans	230
	Section
    3.10	Trustee
    and Custodian to Cooperate; Release of Mortgage Files	234
	Section
    3.11	Servicing
    Compensation	235
	Section
    3.12	Inspections;
    Collection of Financial Statements	242
	Section
    3.13	Access
    to Certain Information	248
	Section
    3.14	Title
    to REO Property; REO Account	262
	Section
    3.15	Management
    of REO Property	264
	Section
    3.16	Sale
    of Defaulted Mortgage Loans and REO Properties	266
	Section
    3.17	Additional
    Obligations of Master Servicer and Special Servicers	273
	Section
    3.18	Modifications,
    Waivers, Amendments and Consents	276
	Section
    3.19	Transfer
    of Servicing Between Master Servicer and Special Servicers; Recordkeeping; Asset Status Report	285
	Section
    3.20	Sub-Servicing
    Agreements	293
	Section
    3.21	Interest
    Reserve Account	296
	Section
    3.22	Directing
    Holder and Operating Advisor Contact with Master Servicer and Special Servicers	296
	Section
    3.23	Controlling
    Class Certificateholders and the Controlling Class Representative and the Risk Retention Consultation Parties; Certain Rights
    and Powers of Directing Holder and Risk Retention Consultation Parties	297
	Section
    3.24	Co-Lender
    Agreements	302
	Section
    3.25	Rating
    Agency Confirmation	305
	Section
    3.26	The
    Operating Advisor	307
	Section
    3.27	Companion
    Paying Agent	315
	Section
    3.28	Companion
    Register	316
	Section
    3.29	Certain
    Matters Relating to the Non-Serviced Mortgage Loans	316
	Section
    3.30	Delivery
    of Excluded Information to the Certificate Administrator	318
	Section
    3.31	Litigation
    Control	318
	Section
    3.32	Horizontal
    Credit Risk Retention	322
	Section
    3.33	Resignation
    Upon Prohibited Risk Retention Affiliation	323
	Section
    3.34	Trust
    Subordinate Companion Loan	323
	Section
    3.35	1000
    Wilshire Loan-Specific Directing Holder	325
	 	 	 
	ARTICLE
    IV
	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS AND RR INTEREST OWNERS
	 
	Section
    4.01	Distributions	326



 






     -ii-


     


    

 




	Section
    4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	342
	Section
    4.03	P&I
    Advances	348
	Section
    4.04	Allocation
    of Realized Losses	351
	Section
    4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	353
	Section
    4.06	Grantor
    Trust Reporting	359
	Section
    4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	360
	Section
    4.08	Secure
    Data Room	364
	 	 	 
	ARTICLE
    V
	 	 	 
	THE
    CERTIFICATES
	 
	Section
    5.01	The
    Certificates	365
	Section
    5.02	Form
    and Registration	367
	Section
    5.03	Registration
    of Transfer and Exchange of Certificates	369
	Section
    5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	378
	Section
    5.05	Persons
    Deemed Owners	379
	Section
    5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	379
	Section
    5.07	Maintenance
    of Office or Agency	380
	Section
    5.08	Appointment
    of Certificate Administrator	380
	Section
    5.09	Voting
    Procedures for Certificates and RR Interests	381
	 	 	 
	ARTICLE
    VI
	THE
    DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICERS, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
    HOLDER AND THE RISK RETENTION CONSULTATION PARTIES
	 
	Section
    6.01	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicers, the Operating Advisor and the Asset Representations
    Reviewer	382
	Section
    6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers and the Asset Representations
    Reviewer	388
	Section
    6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers or the Asset
    Representations Reviewer	389
	Section
    6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations
    Reviewer and Others	390
	Section
    6.05	Depositor,
    Master Servicer and Special Servicers Not to Resign	396
	Section
    6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicers	396
	 	 	 
	Section
    6.07	The
    Master Servicer and the Special Servicers as Certificate Owner	397



 






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	Section
    6.08	The
    Directing Holder and the Risk Retention Consultation Parties	397
	 	 	 
	ARTICLE
    VII
	 	 	 
	SERVICER
    TERMINATION EVENTS
	 
	Section
    7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	405
	Section
    7.02	Trustee
    to Act; Appointment of Successor	415
	Section
    7.03	Notification
    to Certificateholders and RR Interest Owners	417
	Section
    7.04	Waiver
    of Servicer Termination Events	418
	Section
    7.05	Trustee
    as Maker of Advances	418
	 	 	 
	ARTICLE
    VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section
    8.01	Duties
    of the Trustee and the Certificate Administrator	419
	Section
    8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	420
	Section
    8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, RR Interests or Mortgage Loans or the
    Trust Subordinate Companion Loan	423
	Section
    8.04	Trustee
    or Certificate Administrator May Own Certificates	423
	Section
    8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	423
	Section
    8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	425
	Section
    8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	426
	Section
    8.08	Successor
    Trustee or Certificate Administrator	428
	Section
    8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	429
	Section
    8.10	Appointment
    Co-Trustee or Separate Trustee	429
	Section
    8.11	Appointment
    of Custodians	430
	Section
    8.12	Representations
    and Warranties of the Trustee	431
	Section
    8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicers	432
	Section
    8.14	Representations
    and Warranties of the Certificate Administrator	433
	Section
    8.15	Compliance
    with the PATRIOT Act	434
	 	 	 
	ARTICLE
    IX
	 	 	 
	TERMINATION
	 
	Section
    9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	434
	Section
    9.02	Additional
    Termination Requirements	439



 






     -iv-


     


    

 




	ARTICLE
    X
	 	 	 
	ADDITIONAL
    REMIC PROVISIONS
	 
	Section
    10.01	REMIC
    Administration	439
	Section
    10.02	Use
    of Agents	443
	Section
    10.03	Depositor,
    Master Servicer and Special Servicers to Cooperate with Certificate Administrator	444
	Section
    10.04	Appointment
    of REMIC Administrators	444
	 	 	 
	ARTICLE
    XI
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section
    11.01	Intent
    of the Parties; Reasonableness	445
	Section
    11.02	Succession;
    Subcontractors	446
	Section
    11.03	Filing
    Obligations	448
	Section
    11.04	Form
    10-D and Form ABS-EE Filings	449
	Section
    11.05	Form
    10-K Filings	452
	Section
    11.06	Sarbanes-Oxley
    Certification	455
	Section
    11.07	Form
    8-K Filings	457
	Section
    11.08	Form
    15 Filing	458
	Section
    11.09	Annual
    Compliance Statements	459
	Section
    11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	460
	Section
    11.11	Annual
    Independent Public Accountants’ Attestation Report	462
	Section
    11.12	Indemnification	463
	Section
    11.13	Amendments	466
	Section
    11.14	Regulation
    AB Notices	466
	Section
    11.15	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	467
	Section
    11.16	Certain
    Matters Regarding Significant Obligors	472
	Section
    11.17	Impact
    of Cure Period	472
	 	 	 
	ARTICLE
    XII
	 	 	 
	THE
    ASSET REPRESENTATIONS REVIEWER
	 
	Section
    12.01	Asset
    Review	472
	Section
    12.02	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	479
	Section
    12.03	Resignation
    of the Asset Representations Reviewer	480
	Section
    12.04	Restrictions
    of the Asset Representations Reviewer	481
	Section
    12.05	Termination
    of the Asset Representations Reviewer	481



 






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	ARTICLE
    XIII
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 
	Section
    13.01	Amendment	484
	Section
    13.02	Recordation
    of Agreement; Counterparts	489
	Section
    13.03	Limitation
    on Rights of Certificateholders and RR Interest Owners	489
	Section
    13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	490
	Section
    13.05	Notices	491
	Section
    13.06	Severability
    of Provisions	497
	Section
    13.07	Grant
    of a Security Interest	497
	Section
    13.08	Successors
    and Assigns; Third Party Beneficiaries	497
	Section
    13.09	Article
    and Section Headings	498
	Section
    13.10	Notices
    to the Rating Agencies	498
	Section
    13.11	Cooperation
    with the Mortgage Loan Seller with Respect to Rights	 
	 	Under
    the Loan Agreements	500



 



     -vi-


     


    

 


EXHIBITS


 


	Exhibit
    A-1	Form
    of Class A-1 Certificate
	Exhibit
    A-2	Form
    of Class A-2 Certificate
	Exhibit
    A-3	Form
    of Class A-3 Certificate
	Exhibit
    A-4	Form
    of Class A-4 Certificate
	Exhibit
    A-5	Form
    of Class A-5 Certificate
	Exhibit
    A-6	Form
    of Class A-AB Certificate
	Exhibit
    A-7	Form
    of Class X-A Certificate
	Exhibit
    A-8	Form
    of Class X-B Certificate
	Exhibit
    A-9	Form
    of Class X-D Certificate
	Exhibit
    A-10	Form
    of Class A-S Certificate
	Exhibit
    A-11	Form
    of Class B Certificate
	Exhibit
    A-12	Form
    of Class C Certificate
	Exhibit
    A-13	Form
    of Class D Certificate
	Exhibit
    A-14	Form
    of Class E Certificate
	Exhibit
    A-15	Form
    of Class F Certificate
	Exhibit
    A-16	Form
    of Class G-RR Certificate
	Exhibit
    A-17	Form
    of Class H-RR Certificate
	Exhibit
    A-18	Form
    of Class WLS-A Certificate
	Exhibit
    A-19	Form
    of Class WLS-B Certificate
	Exhibit
    A-20	Form
    of Class WLS-C Certificate
	Exhibit
    A-21	Form
    of Class WLS-D Certificate
	Exhibit
    A-22	Form
    of Class WLS-E Certificate
	Exhibit
    A-23	Form
    of Class R Certificate
	Exhibit
    A-24	Form
    of Class S Certificate
	Exhibit
    B	Mortgage
    Loan Schedule
	Exhibit
    C	Form
    of Investment Representation Letter
	Exhibit
    D-1	Form
    of Transferee Affidavit
	Exhibit
    D-2	Form
    of Transferor Letter
	Exhibit
    D-3	Form
    of Transferee Certificate for Transfers of the RR Interests
	Exhibit
    D-4	Form
    of Transferor Certificate for Transfers of the RR Interests
	Exhibit
    D-5	Form
    of Transferee Certificate for Transfers of the HRR Certificates
	Exhibit
    D-6	Form
    of Transferor Certificate for Transfers of the HRR Certificates
	Exhibit
    D-7	Form
    of Request of Sponsor Consent for Release of the HRR Certificates
	Exhibit
    E	Form
    of Request for Release
	Exhibit
    F-1	Form
    of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit
    F-2	Form
    of ERISA Representation Letter regarding [Class R Certificates][Class S Certificates][the RR Interests]
	Exhibit
    G	Form
    of Distribution Date Statement
	Exhibit
    H	Supplemental
    Servicer Schedule
	Exhibit
    I	Form
    of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted
    Period
	Exhibit
    J	Form
    of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period



 






     -vii-


     


    

 




	Exhibit
    K	Form
    of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted
    Period
	Exhibit
    L	Form
    of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted
    Period
	Exhibit
    M	Form
    of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit
    N	Form
    of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit
    O	Form
    of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit
    P-1A	Form
    of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the
    Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit
    P-1B	Form
    of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling
    Class Certificateholder)
	Exhibit
    P-1C	Form
    of Investor Certification for Borrower Party (for Persons other than the Directing Holder, the Risk Retention Consultation
    Party, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit
    P-1D	Form
    of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling
    Class Certificateholder)
	Exhibit
    P-1E	Form
    of Notice of Excluded Controlling Class Holder
	Exhibit
    P-1F	Form
    of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit
    P-1G	Form
    of Certification of the Controlling Class Representative
	Exhibit
    P-1H	Form
    of Certification of the Risk Retention Consultation Party
	Exhibit
    P-2	Form
    of Certification for NRSROs
	Exhibit
    P-3	Online
    Market Data Provider Certification
	Exhibit
    Q	Custodian
    Certification/Exception Report
	Exhibit
    R-1	Form
    of Power of Attorney by Trustee for Master Servicer
	Exhibit
    R-2	Form
    of Power of Attorney by Trustee for [General Special Servicer][1000 Wilshire Special Servicer]
	Exhibit
    S	Initial
    Companion Holders, Initial Class Majority Certificateholder
	Exhibit
    T	Form
    of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit
    U	Form
    of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit
    V	Form
    of Operating Advisor Annual Report
	Exhibit
    W	Form
    of Notice from Operating Advisor Recommending Replacement of the [General Special Servicer][1000 Wilshire Special Servicer]
	Exhibit
    X	Form
    of Confidentiality Agreement
	Exhibit
    Y	Form
    Certification to be Provided with Form 10-K
	Exhibit
    Z-1	Form
    of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit
    Z-2	Form
    of Certification to be Provided to Depositor by Master Servicer



 






     -viii-


     


    

 




	Exhibit
    Z-3	Form
    of Certification to be Provided to Depositor by [General Special Servicer][1000 Wilshire Special Servicer]
	Exhibit
    Z-4	Form
    of Certification to be Provided to Depositor by Trustee
	Exhibit
    Z-5	Form
    of Certification to be Provided to Depositor by Operating Advisor
	Exhibit
    Z-6	Form
    of Certification to be Provided to Depositor by Custodian
	Exhibit
    Z-7	Form
    of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit
    AA	Servicing
    Criteria to be Addressed in Assessment of Compliance
	Exhibit
    BB	Additional
    Form 10-D Disclosure
	Exhibit
    CC	Additional
    Form 10-K Disclosure
	Exhibit
    DD	Form
    8-K Disclosure Information
	Exhibit
    EE	Additional
    Disclosure Notification
	Exhibit
    FF	Initial
    Sub-Servicers
	Exhibit
    GG	Servicing
    Function Participants
	Exhibit
    HH	Form
    of Annual Compliance Statement
	Exhibit
    II	Form
    of Report on Assessment of Compliance with Servicing Criteria
	Exhibit
    JJ	CREFC®
    Payment Information
	Exhibit
    KK	Form
    of Notice of Additional Indebtedness Notification
	Exhibit
    LL	Additional
    Disclosure Notification (Accounts)
	Exhibit
    MM	Form
    of Notice of Purchase of Controlling Class Certificate
	Exhibit
    NN	Form
    of Asset Review Report by the Asset Representations Reviewer
	Exhibit
    OO	Form
    of Asset Review Report Summary
	Exhibit
    PP	Asset
    Review Procedures
	Exhibit
    QQ	Form
    of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit
    RR	Form
    of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	Exhibit
    SS	Form
    of Certificate Administrator Receipt of the HRR Certificates
	Exhibit
    TT	Form
    of Certificate Administrator Receipt of the HRR Certificates Upon Transfer
	Exhibit
    UU	Form
    of Notice of Purchase of a 1000 Wilshire Controlling Class Certificate



 






     -ix-


     


    

 




SCHEDULES


 


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







 






     -x-


     


    

 




This
Pooling and Servicing Agreement is dated and effective as of July 1, 2018, among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont
Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


The
Depositor intends to sell the Certificates to the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchaser
and to cause the RR Interests to be owned on the Closing Date by the Sponsor.


 


TRUST
SUBORDINATE COMPANION LOAN REMIC


 


The
Trust Subordinate Companion Loan REMIC will hold the Trust Subordinate Companion Loan and the proceeds of such Trust Subordinate
Companion Loan, together with its allocable share of any related property acquired by foreclosure or deed-in-lieu of foreclosure
and will issue the Class LWLSA, Class LWLSB, Class LWLSC, Class LWLSD and Class LWLSE Uncertificated Interests and the LWLSRI
Uncertificated Interest as the “regular interests” in the Trust Subordinate Companion Loan REMIC (the “Trust
Subordinate Companion Loan REMIC Regular Interests”) and the uncertificated Class WLS-R Interest, which is the sole
class of residual interests in the Trust Subordinate Companion Loan REMIC and is represented by the


 






     -1-


    


    

 


Class R Certificates. Any
1000 Wilshire Certificate Available Funds remaining in the Trust Subordinate Companion Loan REMIC Distribution Account after all
required distributions under this Agreement have been made to the Loan-Specific Certificates will be deemed distributed to the
Class WLS-R Interest and shall be payable to the Holders of the Class R Certificates.


 


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


 


	Class
                                         Designation 
	Pass-Through
                                         Rate 
	Original
                                         Lower-Tier
 Principal
                                         Amount 



	Class
    LWLSA	(1)	$    5,190,000	 
	Class
    LWLSB	(1)	$  10,301,000	 
	Class
    LWLSC	(1)	$  13,996,000	 
	Class
    LWLSD	(1)	$  13,547,000	 
	Class
    LWLSE	(1)	$  16,934,750	 
	LWLSRI	(1)	$    3,156,250	(2)



 





 



 






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



 


		(2)	The
                                         LWLSRI Uncertificated Interest will have an original principal balance equal to the 1000
                                         Wilshire RRI Percentage multiplied by the aggregate Cut-off Date Principal Balance of
                                         the Trust Subordinate Companion Loan.



 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (other than the Trust Subordinate Companion Loan) (exclusive of Excess Interest)
and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LAAB, Class LAS, Class LB, Class LC, Class LD,
Class LE, Class LF, Class LG and Class LH Uncertificated Interests and the LRI Uncertificated Interest (the “Lower-Tier
Regular Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder.
The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interests”
in the Lower-Tier REMIC and is represented by the Class R Certificates.


 






     -2-


    


    

 


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


 


	Designation 
	Interest
                                         Rate or Pass-Through Rate 
	Original
                                         Lower-Tier
 Principal
                                         Amount 



	Class
    LA1	(1)	$   12,186,000	 
	Class
    LA2	(1)	$
      72,497,000	 
	Class
    LA3	(1)	$
      62,946,000	 
	Class
    LA4	(1)	$
    175,000,000	 
	Class
    LA5	(1)	$
    199,668,000	 
	Class
    LAAB	(1)	$
      25,167,000	 
	Class
    LAS	(1)	$
      68,433,000	 
	Class
    LB	(1)	$
      38,127,000	 
	Class
    LC	(1)	$
      36,172,000	 
	Class
    LD	(1)	$   22,485,000	 
	Class
    LE	(1)	$
      17,597,000	 
	Class
    LF	(1)	$
      17,597,000	 
	Class
    LG	(1)	$    
    7,821,000	 
	Class
    LH	(1)	$
      26,395,782	 
	Class
    LR	N/A(2)	N/A      	 
	LRI	(1)	$   28,618,000	(3)



 


 



 






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



 


		(2)	The
                                         Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate
                                         Balance or Notional Amount, will not bear interest and will not be entitled to distributions
                                         of Yield Maintenance Charges. Any Available Funds remaining in the Lower-Tier REMIC Distribution
                                         Account after distributing the Lower-Tier Distribution Amount will be deemed distributed
                                         to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.



 


		(3)	The
                                         LRI Uncertificated Interest will have an original principal balance equal to the Pooled
                                         RRI Percentage multiplied by the aggregate Cut-off Date Principal Balance of the Mortgage
                                         Loans.



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests and
will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, 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-RR, Class H-RR, Class WLS-A, Class WLS-B, Class WLS-C, Class WLS-D and Class
WLS-E Certificates and the LWLSRI and LRI Uncertificated Interests (exclusive of Excess Interest), representing the “regular
interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR Interest,
which is the sole Class of “residual interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is
represented by the Class R Certificates.


 






     -3-


    


    

 


THE
GRANTOR TRUST


 


The
Class S Certificates and the Pooled RR Interest shall each represent undivided beneficial interests in the related portions of
the Grantor Trust consisting of the Class S Specific Grantor Trust Assets. As provided herein, the Certificate Administrator shall
not take any actions that would cause the portions of the Trust Fund consisting of the Grantor Trust (i) to fail to maintain its
status as a “grantor trust” under federal income tax law or (ii) to be treated as part of any Trust REMIC.


 


THE
CERTIFICATES AND THE RR INTERESTS


 


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


 






     -4-


    


    

 


	Class
                                         of Certificates or RR 

Interests 
	Initial

                                         Pass-Through
                                         

                                         Rate or RR

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



	Class
    A-1 Certificates	3.19900%	$
       12,186,000	 
	Class
    A-2 Certificates	4.00300%	$
       72,497,000	 
	Class
    A-3 Certificates	4.26100%	$
       62,946,000	 
	Class
    A-4 Certificates	3.89000%	$
     175,000,000	 
	Class
    A-5 Certificates	4.15500%	$
     199,668,000	 
	Class
    A-AB Certificates	4.10600%	$   
    25,167,000	 
	Class
    X-A Certificates	0.48351%
    (1)	$
     615,897,000	(2)
	Class
    X-B Certificates	0.03909%
    (1)	$   
    38,127,000	(2)
	Class
    A-S Certificates	4.38400%	$   
    68,433,000	 
	Class
    B Certificates	4.52160%	$   
    38,127,000	 
	Class
    C Certificates	4.56069%	$   
    36,172,000	 
	Class
    D Certificates	3.00000%	$   
    22,485,000	 
	Class
    X-D Certificates	1.56069%
    (1)	$   
    40,082,000	(2)
	Class
    E Certificates	3.00000%	$   
    17,597,000	 
	Class
    F Certificates	4.56069%	$  
     17,597,000	 
	Class
    G-RR Certificates	4.56069%	$     
    7,821,000	 
	Class
    H-RR Certificates	4.56069%	$   
    26,395,782	 
	Class
    WLS-A Certificates	5.06727%	$     
    5,190,000	 
	Class
    WLS-B Certificates	5.06727%	$   
    10,301,000	 
	Class
    WLS-C Certificates	5.06727%	$   
    13,996,000	 
	Class
    WLS-D Certificates	5.06727%	$   
    13,547,000	 
	Class
    WLS-E Certificates	5.06727%	$   
    16,934,750	 
	Class
    R Certificates	N/A(3)	N/A     	 
	Class
    S Certificates	N/A(3)	N/A    	 
	Pooled
    RR Interest	(4)	$   28,618,000	(5)
	1000
    Wilshire RR Interest	(6)	$    
    3,156,250	(7)



 





 



 



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



 


		(2)	None
                                         of the Class X-A, Class X-B or Class X-D Certificates will have a Certificate Balance;
                                         rather, such Classes of Certificates will accrue interest as provided herein on the Class
                                         X-A Notional Amount, the Class X-B Notional Amount and the Class X-D Notional Amount.



 


		(3)	Neither
                                         the Class R nor the Class S Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Yield Maintenance Charges. Any
                                         Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required
                                         distributions under this Agreement have been made to each Class of Regular Certificates
                                         will be deemed distributed to the Class UR Interest and shall be payable to the Holders
                                         of the Class R Certificates.



 


		(4)	The
                                         Pooled RR Interest Rate on any Distribution Date will be the Weighted Average Net Mortgage
                                         Rate for such Distribution Date.



 


		(5)	The
                                         Pooled RR Interest will have an Original RR Interest Balance equal to the Pooled RRI
                                         Percentage multiplied by the aggregate Cut-off Date Principal Balance of the Mortgage
                                         Loans.



 


		(4)	The
                                         1000 Wilshire RR Interest Rate on any Distribution Date will be a per annum rate
                                         equal to the Net Mortgage Rate of the Trust Subordinate Companion Loan for the related
                                         Distribution Date.



 






     -5-


    


    

 


		(5)	The
                                         1000 Wilshire RR Interest will have an Original RR Interest Balance equal to the 1000
                                         Wilshire RRI Percentage multiplied by the aggregate Cut-off Date Principal Balance of
                                         the Trust Subordinate Companion Loan.



 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $810,709,783. The principal balance of the
Trust Subordinate Companion Loan as of the Cut-off Date was approximately $63,125,000.


 


The
GSK North American HQ Pari Passu Companion Loan, FXI Portfolio Pari Passu Companion Loan, the U.S. Industrial Portfolio Pari Passu
Companion Loan, the Quality RV Resorts Pari Passu Companion Loan, the Marina Heights State Farm Pari Passu Companion Loans, the
Davenport Commons Pari Passu Companion, the Two Democracy Pari Passu Companion Loan and any AB Subordinate Companion Loan (other
than the Trust Subordinate Companion Loan) (each a “Companion Loan” and collectively, the “Companion
Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage
Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion
Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not
be part of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement)
will be owned by the related Companion Holders.


 


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


 


The
1000 Wilshire Whole Loan consists of the 1000 Wilshire Mortgage Loan and the Trust Subordinate Companion Loan. The Trust Subordinate
Companion Loan is subordinate to the 1000 Wilshire Mortgage Loan and will be evidenced by the Loan-Specific Certificates. The
1000 Wilshire Mortgage Loan and the Trust Subordinate Companion Loan are part of the Trust Fund. The 1000 Wilshire Mortgage Loan
and the Trust Subordinate Companion Loan will be serviced and administered in accordance with this Agreement and the 1000 Wilshire
Co-Lender Agreement.


 


The
Aliso Creek Apartments Whole Loan consists of the Aliso Creek Apartments Mortgage Loan and the Aliso Creek Apartments Subordinate
Companion Loan. The Aliso Creek Apartments Subordinate Companion Loan is subordinate to the Aliso Creek Apartments Mortgage Loan.
The Aliso Creek Apartments Mortgage Loan is part of the Trust Fund. The Aliso Creek Apartments Subordinate Companion Loan is not
part of the Trust Fund. The Aliso Creek Apartments Mortgage Loan and the Aliso Creek Apartments Subordinate Companion Loan will
be serviced and administered in accordance with this Agreement and the Aliso Creek Apartments Co-Lender Agreement.


 






     -6-


    


    

 


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


 


The
U.S. Industrial Portfolio Whole Loan consists of the U.S. Industrial Portfolio Mortgage Loan and the U.S. Industrial Portfolio
Pari Passu Companion Loan. The U.S. Industrial Portfolio Mortgage Loan and the U.S. Industrial Portfolio Pari Passu Companion
Loan are pari passu with each other. The U.S. Industrial Portfolio Mortgage Loan is part of the Trust Fund. The U.S. Industrial
Portfolio Pari Passu Companion Loan is not part of the Trust Fund. The U.S. Industrial Portfolio Mortgage Loan and the U.S. Industrial
Portfolio Pari Passu Companion Loan will be serviced and administered in accordance with the GSMS 2018-GS9 Pooling and Servicing
Agreement and the U.S. Industrial Portfolio Co-Lender Agreement.


 


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


 


The
Marina Heights State Farm Whole Loan consists of the Marina Heights State Farm Mortgage Loan and the Marina Heights State Farm
Pari Passu Companion Loans. The Marina Heights State Farm Mortgage Loan and the Marina Heights State Farm Pari Passu Companion
Loans are pari passu with each other. The Marina Heights State Farm Mortgage Loan is part of the Trust Fund. The Marina
Heights State Farm Pari Passu Companion Loans are not part of the Trust Fund. The Marina Heights State Farm Mortgage Loan and
the Marina Heights State Farm Pari Passu Companion Loans will be serviced and administered in accordance with the GSMS 2017-FARM
Trust and Servicing Agreement and the Marina Heights State Farm Co-Lender Agreement.


 


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


 






     -7-


    


    

 


involving the Davenport Commons Pari
Passu Note A-1 and (ii) the Davenport Commons Co-Lender Agreement.


 


The
Two Democracy Whole Loan consists of the Two Democracy Mortgage Loan and the Two Democracy Pari Passu Companion Loan. The Two
Democracy Mortgage Loan and the Two Democracy Pari Passu Companion Loan are pari passu with each other. The Two Democracy
Mortgage Loan is part of the Trust Fund. The Two Democracy Pari Passu Companion Loan is not part of the Trust Fund. The Two Democracy
Mortgage Loan and the Two Democracy Pari Passu Companion Loan will be serviced and administered in accordance with the GSMS 2018-GS9
Pooling and Servicing Agreement and the Two Democracy Co-Lender Agreement.


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


“17g-5
Information Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially
be located within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO”
tab on the page relating to this transaction.


 


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


 


“1000
Wilshire Aggregate Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum
of the following amounts: (a) the 1000 Wilshire Aggregate Principal Shortfall for such Distribution Date, (b) the 1000 Wilshire
Scheduled Principal Distribution Amount for such Distribution Date and (c) the 1000 Wilshire Unscheduled Principal Distribution
Amount for such Distribution Date; provided that the 1000 Wilshire Aggregate Principal Distribution Amount for any Distribution
Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances, with interest
on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from


 






     -8-


    


    

 


principal collections on the Trust
Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the 1000
Wilshire Aggregate Principal Distribution Amount for such Distribution Date and (B) Workout Delayed Reimbursement Amounts paid
or reimbursed from principal collections on the 1000 Wilshire Trust Subordinate Companion Loan in a period during which such principal
collections would have otherwise been included in the 1000 Wilshire Aggregate Principal Distribution Amount for such Distribution
Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed
from principal collections on the Trust Subordinate Companion Loan (including the portion of the REO Loan allocable to the Trust
Subordinate Companion Loan) are subsequently recovered on the Trust Subordinate Companion Loan (or the portion of the REO Loan
allocable to the Trust Subordinate Companion Loan), such recovery will increase the 1000 Wilshire Aggregate Principal Distribution
Amount for the Distribution Date related to the period in which such recovery occurs).


 


“1000
Wilshire Aggregate Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect
to the Trust Subordinate Companion Loan, the amount, if any, by which (a) the related 1000 Wilshire Aggregate Principal Distribution
Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed on the preceding Distribution
Date in respect of such 1000 Wilshire Aggregate Principal Distribution Amount. The 1000 Wilshire Aggregate Principal Shortfall
for the initial Distribution Date will be zero.


 


“1000
Wilshire Assumed Scheduled Payment”: For any Collection Period and with respect to the Trust Subordinate Companion Loan
that is delinquent in respect of its Balloon Payment (excluding, for purposes of determining or making P&I Advances, the portion
allocable to the 1000 Wilshire Mortgage Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment
that would have been due on such Trust Subordinate Companion Loan on the related Due Date based on the constant payment required
by the related Mortgage Note or the original amortization schedule of such Trust Subordinate Companion Loan (as calculated with
interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to
any reduction in the principal balance thereof occurring in connection with a modification of such Trust Subordinate Companion
Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such
Trust Subordinate Companion Loan (excluding, for purposes of determining P&I Advances, the portion allocable to the 1000 Wilshire
Mortgage Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).


 


“1000
Wilshire Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication)
(which, for the avoidance of doubt, will not include any amounts received in respect of the Mortgage Loans):


 


(a)       the
aggregate amount of all cash received on the Trust Subordinate Companion Loan (including the portion of Loss of Value Payments
deposited into the Collection Account pursuant to Section 3.05(f) of this Agreement) and any REO Property (including Compensating
Interest Payments with respect to the Trust Subordinate Companion Loan required to be deposited by the Master Servicer pursuant
to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on


 






     -9-


    


    

 


deposit in or credited
to any portion of the Collection Account that is held for the benefit of the holder of any Mortgage Loan, any other Companion
Loan or the holders of the Pooled Certificates), as of the close of business on the related Master Servicer Remittance Date, exclusive
of (without duplication):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -10-


    


    

 


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


 


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


 


Notwithstanding
the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the 1000 Wilshire
Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“1000
Wilshire Base Interest Fraction”: With respect to any Principal Prepayment on the Trust Subordinate Companion Loan and
with respect to any Class of Class WLS-A, Class WLS-B, Class WLS-C, Class WLS-D and Class WLS-E Certificates, is a fraction (a)
whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates,
as applicable, and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield
Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the greater of (x) zero and (y) the
difference between (i) the Mortgage Rate on the Trust Subordinate Companion Loan, and (ii) the discount rate used in accordance
with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment.
However, (1) under no circumstances shall the 1000 Wilshire Base Interest Fraction be greater than one or less than zero, (2)
if such discount rate is greater than or equal to the Mortgage Rate on such Trust Subordinate Companion Loan, and is greater than
or equal to the Pass-Through Rate on such Class of Certificates, then the 1000 Wilshire Base Interest Fraction will equal zero
and (3) if the discount rate is greater than or equal to the Mortgage Rate on such Trust Subordinate Companion Loan, and is less
than the Pass-Through Rate on such Class of Certificates, then the 1000 Wilshire Base Interest Fraction will be one (1). The Master
Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes of calculating the 1000
Wilshire Base Interest Fraction.


 


“1000
Wilshire Certificate Available Funds” shall mean, as to any Distribution Date, an amount equal to the sum of (i) the
1000 Wilshire Non-RRI Percentage of the 1000 Wilshire Available Funds for such Distribution Date and (ii) the 1000 Wilshire Gain-on-Sale
Remittance Amount withdrawn from the 1000 Wilshire Gain-on-Sale Reserve Account for distribution on such Distribution Date pursuant
to Section 4.01(g).


 






     -11-


    


    

 


“1000
Wilshire Certificate Excess Prepayment Interest Shortfall”: For any Distribution Date, the 1000 Wilshire Non-RRI Percentage
of the Excess Prepayment Interest Shortfall for such Distribution Date.


 


“1000
Wilshire Certificate Principal Distribution Amount”: With respect to any Distribution Date and the Loan-Specific Certificates,
an amount equal to the 1000 Wilshire Non-RRI Percentage of the 1000 Wilshire Aggregate Principal Distribution Amount for such
Distribution Date.


 


“1000
Wilshire Co-Lender Agreement”: That certain Agreement between Noteholders, dated as of July 30, 2018, by and between
the holder of the 1000 Wilshire Mortgage Loan and the holder of the Trust Subordinate Companion Loan, relating to the relative
rights of such holders of the 1000 Wilshire Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“1000
Wilshire Components”: The 1000 Wilshire Component B-1 has a Closing Date component balance of $5,463,158 and interest
will be payable on such Component at a per annum rate equal to 4.92%. The 1000 Wilshire Component B-2 has a Closing Date
component balance of $10,843,158 and interest will be payable on such Component at a per annum rate equal to 4.92%. The
1000 Wilshire Component B-3 has a Closing Date component balance of $14,732,632 and interest will be payable on such Component
at a per annum rate equal to 4.92%. The 1000 Wilshire Component B-4 has a Closing Date component balance of $14,260,000
and interest will be payable on such Component at a per annum rate equal to 4.92%. The 1000 Wilshire Component B-5 has
a Closing Date component balance of $17,826,052 and interest will be payable on such Component at a per annum rate equal
to 4.92%.


 


“1000
Wilshire Control Eligible Certificates”: Any of the Class WLS-A, Class WLS-B, Class WLS-C, Class WLS-D and Class WLS-E
Certificates.


 


“1000
Wilshire Control Termination Event”: Shall be deemed to exist with respect to the 1000 Wilshire Whole Loan, if and for
so long as: (a)(1) the initial principal balance of the Trust Subordinate Companion Loan minus (2) the sum (without duplication)
of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Trust Subordinate
Companion Loan after the date of creation of the Trust Subordinate Companion Loan, (y) any Appraisal Reduction Amount for the
1000 Wilshire Whole Loan that is allocated to the Trust Subordinate Companion Loan and (z) any losses realized with respect to
any related Mortgaged Property or the 1000 Wilshire Whole Loan that are allocated to the Trust Subordinate Companion Loan, is
less than (b) 25% of the remainder of the (i) initial principal balance of the Trust Subordinate Companion Loan less (ii) any
payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the Trust Subordinate Companion
Loan Holder on the Trust Subordinate Companion Loan after the date of creation of the Trust Subordinate Companion Loan.


 


“1000
Wilshire Controlling Class”: As of any date of determination, the most subordinate Class of 1000 Wilshire Control Eligible
Certificates then outstanding that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal
Reduction Amounts allocable to such Class in accordance with Section 4.05(a), at least equal to 25% of the


 






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Original Certificate
Balance of that Class; provided that if, at any time, the Certificate Balances of all 1000 Wilshire Control Eligible Certificates,
as notionally reduced by any Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to
such classes, have been reduced to zero, the 1000 Wilshire Controlling Class will be the most senior Class of 1000 Wilshire Control
Eligible Certificates that has a principal balance greater than zero; provided, further that if at any time the
Certificate Balance of the Class WLS-A Certificates have been reduced to zero as a result of the allocation of principal payments
on the Trust Subordinate Companion Loan, then the “1000 Wilshire Controlling Class” will be the most subordinate class
of 1000 Wilshire Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the
application of Appraisal Reduction Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate Balance
of such Class.


 


“1000
Wilshire Controlling Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of
the 1000 Wilshire Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto.
The Trustee, the Master Servicer, any Special Servicer or the Operating Advisor may from time to time request (the cost of which
being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable)
of the 1000 Wilshire Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such
Trustee, Master Servicer, Operating Advisor or Special Servicers, as applicable. The Trustee, the Master Servicer, the Special
Servicers and the Operating Advisor shall be entitled to rely on any such list so provided.


 


“1000
Wilshire Controlling Class Representative”: The 1000 Wilshire Controlling Class Representative shall be the 1000 Wilshire
Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the 1000 Wilshire Controlling Class
Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however,
that (i) absent that selection, or (ii) until a 1000 Wilshire Controlling Class Representative is so selected or (iii) upon receipt
of a notice from a majority of the 1000 Wilshire Controlling Class Certificateholders, by Certificate Balance, that a 1000 Wilshire
Controlling Class Representative is no longer designated, then the 1000 Wilshire Controlling Class Certificateholder that represents
that it owns the largest aggregate Certificate Balance of the 1000 Wilshire Controlling Class (with evidence of ownership) or
a representative thereof, will be the 1000 Wilshire Controlling Class Representative; provided, however, that, in
the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the 1000
Wilshire Controlling Class, then there will be no 1000 Wilshire Controlling Class Representative until appointed in accordance
with the terms of this Agreement. After the occurrence and during the continuance of a 1000 Wilshire Control Termination Event,
there will be no 1000 Wilshire Controlling Class Representative. The Depositor shall promptly provide the name and contact information
for the initial 1000 Wilshire Controlling Class Representative upon request of any party to this Agreement and any such requesting
party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator and the
other parties hereto shall be entitled to assume that the identity of the 1000 Wilshire Controlling Class Representative has not
changed until such parties receive written notice of a replacement of the 1000 Wilshire Controlling Class Representative from
a party holding the requisite interest in the 1000 Wilshire Controlling Class, or the resignation of the then-current


 






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1000 Wilshire
Controlling Class Representative. The initial 1000 Wilshire Controlling Class Representative will be DoubleLine Capital LP.


 


“1000
Wilshire Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the
1000 Wilshire Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the 1000 Wilshire
Gain-on-Sale Reserve Account pursuant to Section 4.01(g).


 


“1000
Wilshire Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account)
created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit
of the Certificateholders and the 1000 Wilshire RR Interest Owner, which shall initially 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 Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10,
and the 1000 Wilshire RR Interest Owner, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or
a subaccount of an Eligible Account.


 


“1000
Wilshire Interest Distribution Amount”: With respect to any Class of Loan-Specific Certificates for any Distribution
Date, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution
Date and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B)
any 1000 Wilshire Certificate Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution
Date.


 


For
purposes of clause (B) above, the 1000 Wilshire Certificate Excess Prepayment Interest Shortfall, if any, for each Distribution
Date shall be allocated to each Class of Loan-Specific Certificates in an amount equal to the product of (i) the amount of such
1000 Wilshire Certificate Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest Accrual
Amount for such Class of Loan-Specific Certificates for such Distribution Date and the denominator of which is the aggregate Interest
Accrual Amounts for all Classes of Loan-Specific Certificates for such Distribution Date.


 


“1000
Wilshire Loan-Specific Directing Holder”: With respect to the 1000 Wilshire Whole Loan, the 1000 Wilshire Controlling
Class Representative.


 


“1000
Wilshire Mortgage Loan”: With respect to the 1000 Wilshire Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-1. The Trust Subordinate
Companion Loan is subordinate to the 1000 Wilshire Mortgage Loan.


 


“1000
Wilshire Mortgaged Property”: The Mortgaged Property which secures the 1000 Wilshire Whole Loan.


 


“1000
Wilshire Non-RRI Percentage”: An amount expressed as a percentage equal to 100% minus the 1000 Wilshire RRI Percentage.
For the avoidance of doubt, at all times, the sum of the 1000 Wilshire RRI Percentage and the 1000 Wilshire Non-RRI Percentage
shall equal 100%.


 






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“1000
Wilshire Original RR Interest Balance”: With respect to the 1000 Wilshire RR Interest, an amount equal to the 1000 Wilshire
RRI Percentage multiplied by the aggregate Cut-off Date Principal Balance of the Trust Subordinate Companion Loan.


 


“1000
Wilshire Principal Balance Certificates”: Each of the Class WLS-A, Class WLS-B, Class WLS-C, Class WLS-D and Class WLS-E
Certificates.


 


“1000
Wilshire Realized Loss”: With respect to the 1000 Wilshire Loan-Specific Certificates, 1000 Wilshire Realized Loss (as
defined in Section 4.04(a)).


 


“1000
Wilshire Risk Retention Allocation Percentage” A fraction, expressed as a percentage, equal to the 1000 Wilshire RRI
Percentage divided by the 1000 Wilshire Non-RRI Percentage.


 


“1000
Wilshire Risk Retention Consultation Party”: The 1000 Wilshire Risk Retention Consultation Party shall be the party
selected by the 1000 Wilshire RR Interest Owner from time to time. The Depositor shall promptly provide the name and contact information
for the initial 1000 Wilshire Risk Retention Consultation Party upon request of any party to this Agreement and any such requesting
party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator and the
other parties hereto shall be entitled to assume that the identity of the 1000 Wilshire Risk Retention Consultation Party has
not changed until such parties receive written notice of (including the identity and contact information for) a replacement of
the 1000 Wilshire Risk Retention Consultation Party from the 1000 Wilshire RR Interest Owner (as confirmed by the Certificate
Registrar). The initial 1000 Wilshire Risk Retention Consultation Party shall be Goldman Sachs Mortgage Company, a New York limited
partnership.


 


“1000
Wilshire RR Interest”: An uncertificated interest in the Trust representing the right to receive the 1000 Wilshire RRI
Percentage of all amounts collected on the Trust Subordinate Companion Loan, net of all expenses of the Trust, and distributable
on each Distribution Date to Holders of Certificates (other than to the Class R or Class S Certificates) and to the 1000 Wilshire
RR Interest Owner (i.e., representing the right to receive the 1000 Wilshire Risk Retention Allocation Percentage of all
amounts distributable on each Distribution Date to the 1000 Wilshire Loan-Specific Certificateholders). The 1000 Wilshire RR Interest
(exclusive of Excess Interest) evidences (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC
Provisions and (ii) beneficial ownership of a portion of the Class S Grantor Trust Assets. For the avoidance of doubt, the parties
hereto agree not to treat the 1000 Wilshire RR Interest as a security under applicable law.


 


“1000
Wilshire RR Interest Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the
1000 Wilshire RRI Percentage of the 1000 Wilshire Available Funds for such Distribution Date and (ii) the 1000 Wilshire RR Interest
Gain-on-Sale Remittance Amount.


 


“1000
Wilshire RR Interest Balance”: With respect to the 1000 Wilshire RR Interest (i) on or prior to the first Distribution
Date, an amount equal to the 1000 Wilshire Original RR Interest Balance as specified in the Preliminary Statement hereto and (ii)
as of any


 






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date of determination after the first Distribution Date, the 1000 Wilshire RR Interest Balance on the Distribution Date
immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)) after giving effect
to (a) any distributions made on such Distribution Date pursuant to Section 4.01(c)(i)(A), (B) and (C), (b)
any 1000 Wilshire RR Interest Realized Losses allocated to the 1000 Wilshire RR Interest on such Distribution Date, and (c) any
recoveries on the Trust Subordinate Companion Loan of Nonrecoverable Advances (plus interest on such Nonrecoverable Advances)
that were previously reimbursed from principal collections on the Trust Subordinate Companion Loan, that resulted in a reduction
of the 1000 Wilshire RR Interest Principal Distribution Amount, which recoveries are allocated to the 1000 Wilshire RR Interest
and added to the 1000 Wilshire RR Interest Balance.


 


“1000
Wilshire RR Interest Distribution Amount”: With respect to the 1000 Wilshire RR Interest for any Distribution Date,
an amount equal to the product of (A) the 1000 Wilshire Risk Retention Allocation Percentage and (B) the aggregate amount of interest
distributed to Certificateholders pursuant to Section 4.01(c)(ii)(A), (D), (G), (J) and (M) on such Distribution
Date.


 


“1000
Wilshire RR Interest Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit
in the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from
the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account pursuant to Section 4.01(g).


 


“1000
Wilshire RR Interest Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution
Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee
for the benefit of the 1000 Wilshire RR Interest Owner, which 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 1000 Wilshire
RR Interest Owner under the Pooling and Servicing Agreement for the GS Mortgage Securities Trust 2018-GS10, 1000 Wilshire RR Interest
Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“1000
Wilshire RR Interest Owner”: The Person who owns the 1000 Wilshire RR Interest, as identified to the Certificate Administrator
in writing. At any time, there shall be only one 1000 Wilshire RR Interest Owner. Goldman Sachs Bank USA, a NY state-chartered
bank, is the 1000 Wilshire RR Interest Owner as of the Closing Date. Until it receives notice to the contrary in the form of both
Exhibit D-3 and Exhibit D-4 hereto pursuant to Section 5.03(r), the Certificate Administrator shall be entitled
to rely on the preceding sentence with respect to the identity of the 1000 Wilshire RR Interest Owner and, thereafter, the Certificate
Administrator shall be entitled to rely on the most recent notification in the form of notice of the new owner and submission
of both Exhibit D-3 and Exhibit D-4 hereto pursuant to Section 5.03(r) with respect to the identity of the
1000 Wilshire RR Interest Owner.


 


“1000
Wilshire RR Interest Principal Distribution Amount”: With respect to the 1000 Wilshire RR Interest for any Distribution
Date, an amount equal to the product of (A) the 1000 Wilshire Risk Retention Allocation Percentage and (B) the aggregate amount
of principal


 






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distributed to the Certificateholders pursuant to Section 4.01(c)(ii)(B), (E), (H), (K) and
(N) on such Distribution Date.


 


“1000
Wilshire RR Interest Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage
Rate of the Trust Subordinate Companion Loan for the related Distribution Date.


 


“1000
Wilshire RR Interest Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product
of (A) the 1000 Wilshire RRI Percentage and (B) the aggregate Stated Principal Balance (for purposes of this definition only,
not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Trust Subordinate
Companion Loan that were used to reimburse any Workout Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to
the extent such Workout Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Trust
Subordinate Companion Loan (including the assumed State Principal Balance if such Trust Subordinate Companion Loan has become
an REO Loan) expected to be outstanding immediately following such Distribution Date, is less than (ii) the 1000 Wilshire RR Interest
Balance after giving effect to distributions of principal on such Distribution Date.


 


“1000
Wilshire RR Interest Realized Loss Interest Distribution Amount”: With respect to the 1000 Wilshire RR Interest for
any Distribution Date, an amount equal to the product of (A) the 1000 Wilshire Risk Retention Allocation Percentage and (B) the
aggregate amount of interest on reimbursed Realized Losses distributed to the Certificateholders pursuant to Section 4.01(c)(ii)(C),
(F), (I), (L) and (O) on such Distribution Date.


 


“1000
Wilshire RRI Percentage”: 5.0%.


 


“1000
Wilshire Scheduled Principal Distribution Amount”: With respect to any Distribution Date and the Trust Subordinate Companion
Loan, the aggregate of the principal portions of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect
to the Trust Subordinate Companion Loan due during or, if and to the extent not previously received or advanced pursuant to Section
4.03 and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all
1000 Wilshire Assumed Scheduled Payments with respect to the Trust Subordinate Companion Loan for the related Collection Period,
in each case to the extent either (i) paid by the related Mortgagor as of the related Determination Date (or, with respect to
the Trust Subordinate Companion Loan with a Due Date occurring or a Grace Period ending after the related Determination Date,
the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the
Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced by the Master Servicer or the Trustee, as
applicable, pursuant to Section 4.03, and (b) all Balloon Payments with respect to the Trust Subordinate Companion Loan
to the extent received on or prior to the related Determination Date (or, with respect to the Trust Subordinate Companion Loan
with a Due Date occurring, or a Grace Period ending, after the related Determination Date, the related Due Date or, last day of
such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master
Servicer Remittance Date), and to the extent not included in clause (a) above.


 






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“1000
Wilshire Special Servicer”: Trimont Real Estate Advisors, LLC, a Georgia limited liability company, or its successors-in-interest,
or any successor special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan,
if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and
as the context may require).


 


“1000
Wilshire Unscheduled Principal Distribution Amount”: With respect to any Distribution Date and the Trust Subordinate
Companion Loan, the aggregate of the following: (a) all Principal Prepayments received on such Trust Subordinate Companion Loan
on or prior to the related Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation
Proceeds and, if applicable, REO Revenues received with respect to the Trust Subordinate Companion Loan and any REO Loans on or
prior to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery
of principal for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date;
provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any Special Servicing
Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust incurred in connection with the
Trust Subordinate Companion Loan.


 


“1000
Wilshire Whole Loan”: The 1000 Wilshire Mortgage Loan and the Trust Subordinate Companion Loan, each of which is secured
by the same Mortgage on the 1000 Wilshire Mortgaged Property. References herein to the 1000 Wilshire Whole Loan shall be construed
to refer to the aggregate indebtedness under the 1000 Wilshire Mortgage Loan and the Trust Subordinate Companion Loan.


 


“AB
Co-Lender Agreement”: Any Co-Lender Agreement by and among the holder of an AB Subordinate Companion Loan and the holders
of the related Mortgage Loan and any related Pari Passu Companion Loan, relating to the relative rights of such holders of the
related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. For the avoidance of doubt, the
1000 Wilshire Co-Lender Agreement and the Aliso Creek Apartments Co-Lender Agreement are AB Co-Lender Agreements under this Agreement.


 


“AB
Control Appraisal Period”: With respect to any AB Whole Loan, as “control appraisal period” is defined in
the related Co-Lender Agreement.


 


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


 


“AB
Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund. For the avoidance of doubt, the 1000


 






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Wilshire Mortgage Loan and the Aliso Creek Apartments Mortgage Loan
are AB Mortgage Loans.


 


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


 


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the related companion loan(s) evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included
in the Trust (other than the Trust Subordinate Companion Loan) and which is subordinate in right of payment to the related AB
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the related Co-Lender Agreement.
The 1000 Wilshire Subordinate Companion Loan and the Aliso Creek Apartments Subordinate Companion Loan are AB Subordinate Companion
Loans.


 


“AB
Whole Loan”: A Whole Loan that consists of such Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance
of doubt, the 1000 Wilshire Whole Loan and the Aliso Creek Apartments Whole Loan are AB Whole Loans.


 


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


 


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


 






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that upon the applicable Special Servicer’s
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the applicable Special Servicer
to consult with the Directing Holder or the applicable Risk Retention Consultation Party, the applicable Special Servicer is not
required to do so. Each of the Master Servicer (at its own expense) and the applicable Special Servicer (at the expense of the
Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Reviewer Fee Rate (other than with
respect to the Trust Subordinate Companion Loan) and the CREFC® Intellectual Property Royalty License Fee Rate.


 


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


 


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


 


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


 


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


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


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


 


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


 


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


 






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


 


“Aliso
Creek Apartments Co-Lender Agreement”: That certain Agreement between Noteholders, dated as of June 25, 2018, by and
between the holder of the Aliso Creek Apartments Mortgage Loan and the holder of the Aliso Creek Apartments Subordinate Companion
Loan, relating to the relative rights of such holders of the Aliso Creek Apartments Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“Aliso
Creek Apartments Mortgage Loan”: With respect to the Aliso Creek Apartments Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory note A-1 to
the extent set forth in the related Co-Lender Agreement. The Aliso Creek Apartments Subordinate Companion Loan is subordinate
to the Aliso Creek Apartments Mortgage Loan.


 


“Aliso
Creek Apartments Mortgaged Property”: The Mortgaged Property which secures the Aliso Creek Apartments Whole Loan.


 


“Aliso
Creek Apartments Subordinate Companion Loan”: With respect to the Aliso Creek Apartments Whole Loan, the Companion Loan
evidenced by the promissory note B-1 made by the related Mortgagor and secured by the Mortgage on the Aliso Creek Apartments Mortgaged
Property, which is not included in the Trust and which is subordinate in right of payment to the Aliso Creek Apartments Mortgage
Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Aliso Creek Apartments Co-Lender Agreement.


 


“Aliso
Creek Apartments Whole Loan”: The Aliso Creek Apartments Mortgage Loan and the Aliso Creek Apartments Subordinate Companion
Loan, each of which is secured by the same Mortgage on the Aliso Creek Apartments Mortgaged Property. References herein to the
Aliso Creek Apartments Whole Loan shall be construed to refer to the aggregate indebtedness under the Aliso Creek Apartments Mortgage
Loan and the Aliso Creek Apartments Subordinate Companion Loan.


 


“Aliso
Creek Apartments Whole Loan Directing Holder”: As of any Determination Date and so long as an AB Control Appraisal Period
has not occurred and is not continuing, will be the holder of the related Serviced Subordinate Companion Loan.


 


“Allocated
Appraisal Reduction Amount”: means, for any Distribution Date and for any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, equal to
the Pooled Non-RRI Percentage of the related Appraisal Reduction Amount.


 


“Anticipated
Repayment Date”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at its
Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 






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


 


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


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable
Special Servicer in consultation with the Directing Holder (for so long as no Consultation Termination Event is continuing and
only with respect to any Mortgage Loan or Serviced Whole Loan other than an applicable Excluded Loan), and in consultation with
the Operating Advisor (after the occurrence and continuance of an Operating Advisor Consultation Termination Event), as of the
first Determination Date that is at least ten (10) Business Days following the later of (a) the date on which the applicable Special
Servicer receives an Appraisal or conducts a valuation described below and (b) the occurrence of such Appraisal Reduction Event,
equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or Serviced Whole Loan, as the case may be, over
(b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or
more Appraisals obtained by the applicable Special Servicer with respect to that Mortgage Loan (together with any other Mortgage
Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance
equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal
valuation performed by the applicable Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance
less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the applicable Special Servicer may
make (without implying any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant
and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as of the date of
calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not
previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan,
as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any
accrued and unpaid interest on the Trust Subordinate Companion Loan or AB Subordinate Companion Loan at a per annum rate
equal to its related mortgage interest rate), (B) all P&I Advances on the related Mortgage Loan and all Property Protection
Advances on the related Mortgage Loan or Serviced Whole Loan, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole
Loan,


 






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and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, (C) all currently
due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or
Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an
Advance by the Master Servicer, the applicable Special Servicer or the Trustee, as applicable) and (D) any other unpaid additional
expenses of the issuing entity in respect of such Mortgage Loan or Serviced Whole Loan; provided, however, without
limiting the applicable Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the
applicable Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within
120 days of the event described in the definition of “Appraisal Reduction Event” (without regard to the time periods
set forth in the definition), then solely for purposes of determining the amounts of the P&I Advances, the Appraisal Reduction
Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced
Whole Loan, until such time as an Appraisal is received by the applicable Special Servicer and the Appraisal Reduction Amount
is calculated by the applicable Special Servicer as of the first Determination Date that is at least 10 Business Days thereafter.
Within sixty (60) days after the Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts
to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Property Protection Advance); provided,
further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition
of Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal
within the one hundred twenty (120) day period set forth in such clause (i), and with respect to an Appraisal Reduction
Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the applicable Special Servicer shall
order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period,
as applicable, set forth in such clause (vi); provided, further, however, that in no event shall the
applicable Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or
one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic
format by the applicable Special Servicer to the Master Servicer, the Directing Holder (but only prior to the occurrence of a
Consultation Termination Event), the Operating Advisor, the Certificate Administrator and the Trustee. In connection with any
Appraisal Reduction Amount, the Master Servicer will provide the applicable Special Servicer with the information as set forth
in Section 4.05(c). The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


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


 


Notwithstanding
anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or Trust Subordinate Companion
Loan, as the case may be, or the related REO Property will be reduced to zero as of the date on which


 






     -24-


    


    

 


Mortgage Loan is paid in
full, liquidated, repurchased or otherwise removed from the Trust or as otherwise set forth in Section 4.05(d).


 


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


 


Any
Appraisal Reduction Amount with respect to the 1000 Wilshire Whole Loan will be allocated first to the Trust Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts) and then
to the 1000 Wilshire Mortgage Loan.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or Serviced Whole Loan,
the earliest of (i) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or related Companion
Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or related Companion Loan, as applicable,
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or related
Companion Loan, as applicable, by the applicable Special Servicer, (ii) the 60th day after an uncured delinquency (without
regard to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in
respect of such Mortgage Loan or related Companion Loan, as applicable, (iii) solely in the case of a delinquent Balloon Payment,
(A) the date occurring 60 days beyond the date on which that Balloon Payment was due (except as described in clause (B)
below) or (B) if the related Mortgagor has delivered to the Master Servicer or applicable Special Servicer (and in either such
case the Master Servicer or the applicable Special Servicer, as applicable, shall promptly deliver a copy thereof to the other
such servicer), a refinancing commitment acceptable to the applicable Special Servicer prior to the date 60 days after maturity,
the date occurring 120 days after the date on which that Balloon Payment was due (or for such shorter period beyond the date on
which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged
Property became an REO Property, (v) the sixtieth (60th) day after a receiver or similar official is appointed (and
continues in that capacity) in respect of the related Mortgaged Property, (vi) the sixtieth (60th) day after the date
the related Mortgagor or the tenant at a single tenant property is subject to a bankruptcy, insolvency or similar proceedings
(if not dismissed within those sixty (60) days), and (vii) the date on which the Mortgage Loan (or Serviced Whole Loan) remains
outstanding 5 years following any extension of its maturity date pursuant to this Agreement; provided, however,
that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate
Certificates have been reduced to zero. The applicable Special Servicer shall notify the Master Servicer, the Directing Holder
and the Operating Advisor, or the Master Servicer shall notify the applicable Special Servicer and the Operating Advisor, as applicable,
promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain
an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05
hereof.


 


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


 






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


 


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


 


“ARD
Loan”: Any Mortgage Loan that is identified as having an Anticipated Repayment Date and Revised Rate on the Mortgage
Loan Schedule.


 


“ASR
Consultation Process”: As defined in Section 3.19(d).


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset
Review Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith
subject to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in
connection with an Asset Review shall be made in the Asset Representations Reviewer’s good


 






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faith discretion and judgment
based on the facts and circumstances known to it at the time of such determination or assumption.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Available
Funds”: With respect to any Distribution Date, will equal (i) with respect to distributions to be made on the Pooled
Certificates and the Class R Certificates, the Pooled Available Funds and (ii) in the case of the distributions to be made on
the Loan-Specific Certificates and the Class R Certificates, the 1000 Wilshire Available Funds.


 


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


 


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


 


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


 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates, a
fraction (a) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class
of Certificates, and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield
Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the greater of (x) zero and (y) the
difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced
Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the discount rate used in accordance with the related Mortgage
Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment. However, (1) under no circumstances
shall the Base Interest Fraction be greater than one or less than zero, (2) if such discount rate is greater than or equal to
the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, and is greater than or equal to the Pass-Through Rate on such
Class of Certificates, then the Base Interest Fraction will equal zero and (3) if the discount rate is greater than or equal to
the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, and is less than the Pass-Through Rate on such Class of Certificates,
then the Base Interest Fraction will be one (1). The Master Servicer shall provide to the Certificate Administrator the discount
rate referenced above for purposes of calculating the Base Interest Fraction.


 


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


 


“Borrower
Delayed Reimbursements”: Any additional Trust Fund expenses and reimbursements of Advances that the related Mortgagor
is required, pursuant to a written


 






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modification agreement, to pay in the future to the Trust in its capacity as owner of the related
Mortgage Loan.


 


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


 


“Borrower
Party Affiliate”: With respect to a borrower, a manager of a Mortgaged Property or a Restricted Mezzanine Holder, (a)
any other Person controlling or controlled by or under common control with such borrower, manager or Restricted Mezzanine Holder,
as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower,
manager or Restricted Mezzanine Holder, as applicable. For purposes of this definition, “control” when used with respect
to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Borrower-Related
Party”: As defined in Section 3.31(a) of this Agreement.


 


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


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the
RR Interests are not Certificates.


 


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


 


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


 


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


 






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“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall be equal to the product of the rate
equal to 0.00864% per annum and the aggregate Stated Principal Balance of the Mortgage Loans (calculated in the same manner
as interest is calculated on the related Mortgage Loan) and any REO Loan (including any Non-Serviced Mortgage Loan and Trust Subordinate
Companion Loan, but not any other Companion Loan) and the Trust Subordinate Companion Loan (calculated in the same manner as interest
is calculated on the Trust Subordinate Companion Loan) as of the preceding Distribution Date. The Certificate Administrator/Trustee
Fee includes the Trustee Fee.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution Date,
an amount equal to the Original Certificate Balance of such Class of Principal Balance Certificates, as specified in the Preliminary
Statement hereto and (ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class
of Principal Balance Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)).


 


“Certificate
Excess Prepayment Interest Shortfall”: For any Distribution Date, the Pooled Non-RRI Percentage of the Excess Prepayment
Interest Shortfall for such Distribution Date.


 


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


 


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
any Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, the Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by the General Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the General


 






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Special Servicer
or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such
consent, approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions
shall not apply in the case of the Master Servicer, any Special Servicer (including, for the avoidance of doubt, any Excluded
Special Servicer), the Trustee, the Certificate Administrator, the Depositor, the Mortgage Loan Seller or any Affiliate of any
of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit
its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect
to such Mortgage Loan; provided, further, that so long as there is no Servicer Termination Event with respect to
the Master Servicer or a Special Servicer, the Master Servicer and such Special Servicer or any such Affiliate thereof shall be
entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such
party’s compensation or increase its obligations or liabilities hereunder; and provided, further, that such
restrictions shall not apply to (i) the exercise of any Special Servicer’s, the Master Servicer’s or the Mortgage
Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the
Depositor, the Master Servicer, any Special Servicer, the Trustee, or the Certificate Administrator that has provided an Investor
Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information
between it and the Depositor, the Master Servicer, such Special Servicer, the Trustee, or the Certificate Administrator, as applicable.
The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer,
any Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person.
All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the
Lower-Tier Regular Interests for the benefit of the Certificateholders and the RR Interest Owners.


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


“Class
A Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class A-S Certificate.


 






     -31-


    


    

 


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


 


“Class
A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.19900%.


 


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


 


“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.00300%.


 


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


 


“Class
A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the
Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 4.26100%.


 


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


 


“Class
A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.89000%.


 


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


 


“Class
A-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the
Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 4.15500%.


 


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


 


“Class
A-AB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the
Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 4.10600%.


 


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


 






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“Class
A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit
A-10 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the
Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 4.38400%.


 


“Class
B Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-11
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date minus (ii) 0.03909%.


 


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


 


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


 


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


 


“Class
D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.00000%.


 


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


 


“Class
E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.00000%.


 


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


 


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


 


“Class
G-RR Certificate”: A Certificate designated as “Class G-RR” on the face thereof, in the form of Exhibit
A-16 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






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


 


“Class
H-RR Certificate”: A Certificate designated as “Class H-RR” on the face thereof, in the form of Exhibit
A-17 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class
LA1 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


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


 


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


 


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


 


“Class
LA5 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


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


 


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


 


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


 






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


  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
LWLSC Uncertificated Interest”: An uncertificated regular interest in the Trust Subordinate Companion Loan REMIC which
is held as an asset of the Upper-Tier REMIC


 






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


 


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


 


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


 


“Class
R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-23
hereto, and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class
S Certificate”: A Certificate designated as “Class S” on the face thereof, in the form of Exhibit A-24
hereto, and evidencing beneficial ownership of a portion of the Class S Specific Grantor Trust Assets.


 


“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) any Excess Interest and (ii) amounts
held from time to time in the Excess Interest Distribution Account.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Class
X-D Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit
A-9 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
WLS-C Certificate”: A Certificate designated as “Class WLS-C” on the face thereof, in the form of Exhibit
A-20 hereto, and evidencing a “regular interest” in the


 






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Upper-Tier REMIC for purposes of the REMIC Provisions,
which relates solely to the Trust Subordinate Companion Loan.


 


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


 


“Class
WLS-D Certificate”: A Certificate designated as “Class WLS-D” on the face thereof, in the form of Exhibit
A-21 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions,
which relates solely to the Trust Subordinate Companion Loan.


 


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


 


“Class
WLS-E Certificate”: A Certificate designated as “Class WLS-E” on the face thereof, in the form of Exhibit
A-22 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions,
which relates solely to the Trust Subordinate Companion Loan.


 


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


 


“Class
WLS-R Interest”: The uncertificated residual interest in the Trust Subordinate Companion Loan REMIC, represented by
the Class R Certificates.


 


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


 


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


 


“Closing
Date”: July 30, 2018.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Co-Lender
Agreement”: Each of the GSK North American HQ Co-Lender Agreement, the 1000 Wilshire Co-Lender Agreement, the Aliso
Creek Apartments Co-Lender Agreement, the FXI Portfolio Co-Lender Agreement, the U.S. Industrial Portfolio Co-Lender Agreement,
the Quality RV Resorts Co-Lender Agreement, the Marina Heights State Farm Co-Lender Agreement, the Davenport Commons Co-Lender
Agreement, the Two Democracy Co-Lender Agreement and any intercreditor agreement entered into in connection with the issuance


 






     -38-


    


    

 


to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness
permitted under the related Mortgage Loan documents.


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders and the RR Interest Owners, which shall be entitled
“Wells Fargo 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 Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, and the RR Interest Owners, Collection Account”. Any such account or accounts shall be an Eligible Account.
Subject to the related Co-Lender Agreement and taking into account that each Companion Loan is subordinate or pari passu,
as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related Co-Lender Agreement, the subaccount
described in the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of
the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall
not be an asset of the Trust or any Trust REMIC formed hereunder.


 


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


 






     -39-


    


    

 


Business Day immediately following such day shall be deemed to have been received during such Collection
Period and not during any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


“Companion
Paying Agent”: With respect to the Serviced Companion Loans (other than the Trust Subordinate Companion Loan), if any,
the Master Servicer in its role as Companion Paying Agent appointed pursuant to Section 3.27.


 


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


 


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), any related Serviced
Pari Passu Companion Loan and any Trust Subordinate Companion Loan, an amount as of any Distribution Date equal to the lesser
of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received
in respect of the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Pari Passu Companion Loan and
Trust Subordinate Companion Loan (in each case other than a Specially Serviced Mortgage Loan if the applicable Special Servicer
allowed a prepayment on such Mortgage Loan, Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan on a date other
than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) a portion of the Master Servicer’s
Servicing Fees for such Distribution Date calculated at a rate of 0.0025% per annum on each Mortgage Loan (other than any
Non-Serviced Mortgage Loan) (and, so long as a Whole


 






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Loan is serviced under this Agreement, any related Serviced Pari Passu Companion
Loan), (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is serviced hereunder, any related
Serviced Whole Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings
payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect
to the Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced hereunder, any related
Serviced Whole Loan), as applicable, subject to such prepayment. In no event will the rights of the Certificateholders or the
RR Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest
Shortfall occurs with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan as a result
of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the
terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W)
subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Mortgage Loan,
(X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept
such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of the applicable
Special Servicer or, so long as no Control Termination Event has occurred and is continuing, and only with respect to the Mortgage
Loans other than an applicable Excluded Loan, the Directing Holder or (Z) in connection with the payment of any Insurance and
Condemnation Proceeds, unless the Master Servicer did not apply the proceeds thereof in accordance with the terms of the related
Mortgage Loan documents and such failure causes the shortfall), then for purposes of calculating the Compensating Interest Payment
for the related Distribution Date, the Master Servicer shall pay, without regard to clause (1)(ii) above, the aggregate
amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (1)(i) above
in connection with such Prohibited Prepayments.


 


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


 


“Components”:
The 1000 Wilshire Components.


 


“Consultation
Termination Event”: At any date at which


 


(a)       with
respect to any Mortgage Loan (other than the 1000 Wilshire Mortgage Loan, the Aliso Creek Apartments Mortgage Loan and the Davenport
Commons Mortgage Loan) or Serviced Whole Loan (other than the 1000 Wilshire Whole Loan, the Aliso Creek Apartments Whole Loan
and the Davenport Commons Whole Loan) (i) no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Cumulative Appraisal Reduction Amounts, (ii) a Holder of the Class G-RR Certificates is the majority Controlling
Class Certificateholder and has irrevocably waived its right, in writing, to


 






     -41-


    


    

 


exercise any of the rights of the Controlling Class
Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section
3.23(l); provided, that no Consultation Termination Event resulting solely from the operation of clause (ii)
shall be deemed to have existed or be in continuance with respect to a successor Holder of Class G-RR Certificates that has not
irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage
Loan or Whole Loan is an applicable Excluded Loan;


 


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


 


(c)       with
respect to the 1000 Wilshire Whole Loan, at any date on which either (i) such Whole Loan is an Excluded Loan or (ii)(A) a 1000
Wilshire Control Termination Event exists with respect to such Whole Loan and (B)(1) no Class of Control Eligible Certificates
exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of
that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts or (2) a Holder of the
Class G-RR Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing,
to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor
Controlling Class Certificateholder pursuant to Section 3.23(l); provided, that no Consultation Termination Event
resulting solely from the operation of clause (2) shall be deemed to have existed or be in continuance with respect to
a successor Holder of Class G-RR Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling
Class Certificateholder;


 


provided
that, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Holder related to the Servicing
Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific Directing
Holder related to such Servicing Shift Whole Loan; provided, further, if at any time, the Certificate Balance of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D, Class E and Class
F Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Consultation
Termination Event will be deemed to occur.


 






     -42-


    


    

 


“Control
Eligible Certificates”: Any of the Class G-RR and Class H-RR Certificates.


 


“Control
Termination Event”: The occurrence of


 


(a)       with
respect to any Mortgage Loan (other than the 1000 Wilshire Mortgage Loan, the Aliso Creek Apartments Mortgage Loan and the Davenport
Commons Mortgage Loan) or Serviced Whole Loan (other than the 1000 Wilshire Whole Loan, the Aliso Creek Apartments Whole Loan
and the Davenport Commons Whole Loan) (i) the Certificate Balance of the Class G-RR Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class, (ii) a Holder of the Class
G-RR Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing,
to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor
Controlling Class Certificateholder pursuant to Section 3.23(l); provided that no Control Termination Event resulting
solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor
holder of Class G-RR certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class
Certificateholder, or (iii) such Mortgage Loan or Whole Loan becoming an applicable Excluded Loan;


 


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


 


(c)       with
respect to the 1000 Wilshire Whole Loan, at any date on which either (i) such Whole Loan is an Excluded Loan or (ii)(A) a Trust
Subordinate Companion Loan Control Termination Event exists with respect to such Whole Loan and (B)(1) the Certificate Balance
of the Class G-RR Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less than 25%
of the Original Certificate Balance of such Class, or (2) a Holder of the Class G-RR Certificates becoming the majority Controlling
Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling


 






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Class
Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section
3.23(l); provided that no Control Termination Event resulting solely from the operation of clause (2) will be
deemed to have existed or be in continuance with respect to a successor holder of Class G-RR certificates that has not irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder,;


 


provided
that, no Control Termination Event may occur with respect to the Loan-Specific Directing Holder related to the Servicing Shift
Whole Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific Directing Holder
related to such Servicing Shift Whole Loan; provided, further, if at any time, the Certificate Balance of the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates
have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Control Termination
Event will be deemed to occur.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by
any Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such classes, have been
reduced to zero, the Controlling Class will be the most senior Class of Control Eligible Certificates that has a principal balance
greater than zero; provided, further that if at any time the Certificate Balance of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates have been reduced
to zero as a result of the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” will
be the most subordinate class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without
regard to the application of Appraisal Reduction Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate
Balance of such Class. The Controlling Class as of the Closing Date will be the Class H-RR Certificates.


 


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


 


“Controlling
Class Representative”: The initial Controlling Class Representative shall be RREF III-D AIV RR, LLC. Thereafter, the
Controlling Class Representative shall be the Controlling Class Certificateholder (or a representative thereof) selected by more
than 50% of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate


 






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Registrar from
time to time); provided, however, that (i) absent that selection, or (ii) until a Controlling Class Representative
is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that represents
that it owns the largest aggregate Certificate Balance of the Controlling Class (with evidence of ownership) or a representative
thereof, will be the Controlling Class Representative; provided, however, that, in the case of this clause (iii),
in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no
Controlling Class Representative until appointed in accordance with the terms of this Agreement. After the occurrence and during
the continuance of a Control Termination Event, the Controlling Class Representative shall only retain its consultation rights
to the extent specifically provided for herein. After the occurrence and continuation of a Consultation Termination Event, there
will be no Controlling Class Representative. The Depositor shall promptly provide the name and contact information for the initial
Controlling Class Representative upon request of any party to this Agreement and any such requesting party may conclusively rely
on the name and contact information provided by the Depositor. In the event the Controlling Class Certificateholder has elected
to irrevocably waive its right to appoint a Controlling Class Representative or to exercise any of the rights of the Controlling
Class Certificateholder, there will be no Controlling Class Representative and no party will be entitled to exercise any of the
rights of the Controlling Class Representative until such time as a Controlling Class Certificateholder is reinstated pursuant
to Section 3.23(l) hereof and a new Controlling Class Representative is appointed in accordance with the terms hereof.
The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Controlling Class
Representative has not changed until such parties receive written notice of a replacement of the Controlling Class Representative
from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Controlling Class
Representative.


 


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


 


“Corporate
Trust Office”: The principal corporate trust offices of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which offices at the date of
the execution of this Agreement are located (i) with respect to the Trustee, at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee GS 2018-GS10 and (ii) with respect to the Certificate Administrator, 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: GS 2018-GS10, provided that, for certificate transfer purposes, it is located at 600 South 4th
Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: CTS – Certificate Transfers
GS 2018-GS10.


 


“Corrected
Loan”: Any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive Periodic
Payments (for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan,
as applicable, whether by a consensual modification or in connection with a bankruptcy,


 






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insolvency or similar proceeding involving
the Mortgagor), and (provided that no additional default is foreseeable in the reasonable judgment of the applicable Special
Servicer and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise
constitute a Specially Serviced Mortgage Loan) the servicing of which the applicable Special Servicer has returned to the Master
Servicer pursuant to Section 3.19(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and Trust Subordinate Companion
Loan, a rate equal to 0.0005% per annum.


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC®


 






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Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC®
Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC®
Delinquent Mortgage Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial
Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan
Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, the CREFC® Total Loan
Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery
Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC®
Appraisal Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC®
Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template,
(5) CREFC® Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template,
(7) CREFC® Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC®
REO Liquidation Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and
containing the information called for in, the downloadable forms of the “CREFC® IRP” available as of
the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information or reports as may from time to time be approved by the CREFC® for commercial mortgage
backed securities transactions generally. For the purposes of the production of the CREFC® Comparative Financial
Status Report by the Master Servicer or the applicable Special Servicer of any such report that is required to state information
for any period prior to the Cut-off Date, the Master Servicer or the applicable Special Servicer, as the case may be, may conclusively
rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Seller or by
the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the applicable Special Servicer
(if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by any Special Servicer,
by the Master Servicer (if other than such Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
REO Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “REO Liquidation Report” available and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from


 






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


 


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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under
the Securities Act with respect to the Mortgage Loans, or such other form of presentation as may be approved from time to time
by the CREFC® for commercial mortgage securities transactions generally, which in any case shall include all information
required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed
Underlying Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less
than the greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase
or substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of the Mortgage Loan Seller
shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained
by the applicable Special Servicer at the expense of the Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire
such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii)
the Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of
Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse
REMIC Event, (iv) the Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized and
cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears
from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while
the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust)
and (v) (other than with respect to any applicable Excluded Loan) unless a Control Termination Event has occurred and is continuing,
the Directing Holder shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent
shall not be unreasonably withheld, conditioned or delayed.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, the sum of (i) all Appraisal Reduction Amounts then in
effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate Administrator


 






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and the Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s calculation or determination
of any Cumulative Appraisal Reduction Amount.


 


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


 


“Cut-off
Date”: With respect to each Mortgage Loan and Trust Subordinate Companion Loan, the related Due Date of such Mortgage
Loan and Trust Subordinate Companion Loan in July 2018, or with respect to any Mortgage Loan and Trust Subordinate Companion Loan
that has its first Due Date in August 2018, the date that would have otherwise been the related Due Date in July 2018.


 


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


 


“Davenport
Commons Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of July 30, 2018, by and between the holder
of the Davenport Commons Pari Passu Companion Loan and the holder of the Davenport Commons Mortgage Loan, relating to the relative
rights of such holders of the Davenport Commons Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Davenport
Commons Mortgage Loan”: With respect to the Davenport Commons Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 18 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari
passu in right of payment with the Davenport Commons Pari Passu Companion Loan to the extent set forth in the related Co-Lender
Agreement.


 


“Davenport
Commons Mortgaged Property”: The Mortgaged Property which secures the Davenport Commons Whole Loan.


 


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


 


“Davenport
Commons Pari Passu Note A-1”: The promissory note designated as note A-1, which evidences a portion of the Davenport
Commons Whole Loan. The Davenport Commons Pari Passu Note A-1 is held by GSMC or its affiliate.


 


“Davenport
Commons Pooling and Servicing Agreement”: This Agreement, for so long as the Davenport Commons Whole Loan is serviced
pursuant to this Agreement and, on


 






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and after the related Servicing Shift Securitization Date, the related Non-Serviced Pooling
Agreement for the Davenport Commons Pari Passu Note A-1.


 


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


 


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


 


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


 


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


 


“Defaulted
Mortgage Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided
that in respect of a Balloon Payment, such period shall be 120 days after the related Maturity Date if the related Mortgagor has
provided the applicable Special Servicer, within 60 days after the related Maturity Date, a written and fully executed (subject
only to customary final closing conditions) commitment, letter of intent, or otherwise binding application for refinancing or
similar document that is, in each case, binding upon an acceptable lender or signed purchase agreement reasonably satisfactory
in form and substance to the applicable Special Servicer (and the


 






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applicable Special Servicer shall promptly forward a copy of
such document to the Master Servicer, if it is not evident that a copy has been delivered to such other party), which provides
that such refinancing or purchase will occur within 120 days of such related Maturity Date; and, in either case, such delinquency
is to be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard
to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the Master Servicer or applicable
Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the
related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan (other than a Trust Subordinate Companion Loan)
does not constitute a “Defaulted Mortgage Loan”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(3)         a
copy of the Mortgage;


 


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


 


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


 


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


 


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


 


(8)         legal
description of the related Mortgaged Property;


 


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


 


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


 


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


 






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


 


(13)       the
related Mortgagor tax ID;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(vii)      the
related loan agreement, if any;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiv)     any
related environmental insurance policy;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)          a
copy of all zoning reports;


 






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


 


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


 


(n)      a
copy of all UCC searches;


 


(o)      a
copy of all litigation searches;


 


(p)      a
copy of all bankruptcy searches;


 


(q)      a
copy of any origination settlement statement;


 


(r)       a
copy of the insurance summary report;


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Directing
Holder”: means:


 


(a)       with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any Servicing Shift Mortgage Loan, the Aliso Creek Apartments
Mortgage Loan or the 1000 Wilshire Mortgage Loan) or Serviced Whole Loan (other than the Aliso Creek Apartments Whole Loan or
the 1000 Wilshire Mortgage Loan), the Controlling Class Representative;


 


(b)       with
respect to the Aliso Creek Apartments Whole Loan, (i) for so long as no AB Control Appraisal Period has occurred and is continuing,
the Aliso Creek Apartments Whole Loan Directing Holder and (ii) for so long as a AB Control Appraisal Period has occurred and
is continuing, the Controlling Class Representative;


 


(c)       with
respect to the 1000 Wilshire Whole Loan, (i) for so long as no 1000 Wilshire Control Termination Event exists, the 1000 Wilshire
Loan-Specific Directing Holder and (ii) for so long as a 1000 Wilshire Control Termination Event exists, the Controlling Class
Representative; and


 


(d)       with
respect to a Servicing Shift Mortgage Loan, the related Loan-Specific Directing Holder.


 


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


 


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


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole
Loan or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Mortgage Loan), any compensation
and other remuneration (including, without limitation, in the form of commissions, brokerage fees, and rebates) received or retained
by the applicable Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust,
any Mortgagor, any


 






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property manager, any guarantor or indemnitor in respect of the related Mortgage Loan or Serviced Whole Loan
and any purchaser of the related Mortgage Loan, Serviced Whole Loan or REO Property) in connection with the disposition, workout
or foreclosure of the related Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of the related
REO Property, and the performance by the applicable Special Servicer or any such Affiliate of any other special servicing duties
under this Agreement, other than (1) any compensation that is payable to the applicable Special Servicer under this Agreement
or (2) to the extent included in a CREFC® Report for the applicable period, any Permitted Special Servicer/Affiliate
Fees.


 


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


 


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


 


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


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a)
a Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United
States and has furnished the Transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax
Person that has delivered to both the Transferor and the Certificate Administrator an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization that is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Trustee
or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator
(at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates or the RR Interests are
outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) or the RR Interest
Owners to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 






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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in August 2018. The initial
Distribution Date shall be August 10, 2018.


 


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


 


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


 


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


 


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


 


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

Whole Loan, as applicable, had been scheduled to be first due, and (iii) any REO Loan, the day of the month set forth in the related
Mortgage Note on which each Periodic Payment on the related Mortgage Loan or Whole Loan, as applicable, had been scheduled to
be first due.


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the CREFC® Schedule AL File and the Schedule AL Additional File, XML format or such
other format as mutually agreed to between the Depositor, Certificate Administrator and the Master Servicer, (b) the Initial Schedule
AL File and the Initial Schedule AL Additional File, (i) XML format or such other format as mutually agreed to between the Depositor
and the Master Servicer and (ii) Excel format and (c) any report, file or document other than those listed in clauses (a) or (b)
above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository
institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations
of which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or
more, and the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the
deposits are to be held in such account for less than thirty (30) days; (B)


 






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the long-term unsecured debt obligations of which
are rated at least “A” by S&P, if the deposits are to be held in such account for thirty (30) days or more, and
the short-term debt obligations of which are rated at least “A-1” by S&P, if the deposits are to be held in such
account for less than thirty (30) days; and (C) the long-term unsecured debt obligations or deposits of which are rated at least
“A” by DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two NRSROs
(which may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are
to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term
rating of not less than “R-1(middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency
Confirmation), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained
with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt
or deposit rating shall be at least “A” from S&P, “A” by Fitch and “A” from DBRS (if then
rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for
more than 30 days) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall
be at least “A-1” from S&P, “F1” by Fitch and “R-1 (middle)” from DBRS (if then rated
by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for
30 days or less); (iii) 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) – (ii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or any Special Servicer; (iv) any other account or accounts not listed in clauses (i) – (ii) above with
respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master
Servicer or any Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least
“A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term
unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty
(30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state
chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to
12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.


 






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


 


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


 






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workout and management of distressed commercial real estate assets and (f) that
does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest
in any Certificates, the Mortgage Loans or otherwise have any financial interest in the securitization transaction to which this
Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it
also acts as the Asset Representations Reviewer).


 


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


 


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


 


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


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class R or Class S Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 89-88 (October 17, 1989) as amended by PTE 2013-08 (July 9, 2013) as of the date of the acquisition
of such Certificate by a Plan. As of the Closing Date, each of the Class F, Class G-RR, Class H-RR, Class WLS-C, Class WLS-D and
Class WLS-E Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


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


 






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“Excess
Interest”: With respect to any ARD Loan, the interest accrued at the Revised Rate in respect of such ARD Loan in excess
of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts, to the extent permitted by applicable
law and the related Mortgage Loan documents.


 


“Excess
Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) of this Agreement in trust for the Holders of the Class S Certificates and the Pooled RR Interest
Owner, which (subject to any changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association,
as Trustee, and the registered Holders of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, Excess Interest Distribution Account”. Any such account shall be an Eligible Account. The Excess Interest
Distribution Account shall be held solely for the benefit of the Holders of the Class S Certificates and the Pooled RR Interest
Owner. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the
Grantor Trust.


 


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


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment
of any of the terms of such Mortgage Loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed Advances and additional
expenses (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by or on behalf of
the Mortgagor (including indirect reimbursement from Penalty Charges or otherwise) with respect to such Mortgage Loan (or Serviced
Whole Loan, if applicable), but excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed
Reimbursements) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan (or Serviced
Whole Loan, if applicable) and reimbursed from such Modification Fees (which additional expenses will be reimbursed from such
Modification Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause
(A), which expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise.
All Excess Modification Fees earned by the applicable Special Servicer shall offset any future Workout Fees or Liquidation Fees
payable with respect to the related Mortgage Loan (or Whole Loan) or REO Property; provided that if the related Mortgage
Loan (or Serviced Whole Loan) ceases being a Corrected Loan, and is subject to a subsequent modification, any


 






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


 


“Excess
Prepayment Interest Shortfall”: With respect to any Distribution Date, (i) with respect to the Mortgage Loans, the aggregate
of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the
Pooled Available Funds for such Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment
for such Distribution Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to
the extent received from the related Non-Serviced Master Servicer, and (ii) with respect to the Trust Subordinate Companion Loan,
the aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Trust Subordinate Companion
Loan to be included in the 1000 Wilshire Available Funds for such Distribution Date that are not covered by the Master Servicer’s
Compensation Interest Payment for such Distribution Date.


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan and/or applicable Excluded Loan, the
Controlling Class Representative, Controlling Class Certificateholder, the 1000 Wilshire Controlling Class Representative or any
1000 Wilshire Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Loan and/or applicable Excluded Loan. Immediately upon obtaining actual knowledge of the Controlling Class Representative,
Controlling Class Certificateholder, the 1000 Wilshire Controlling Class Representative or any 1000 Wilshire Controlling Class
Certificateholder, becoming an “Excluded Controlling Class Holder”, such Controlling Class Representative, Controlling
Class Certificateholder, the 1000 Wilshire Controlling Class Representative or any 1000 Wilshire Controlling Class Certificateholder,
as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the applicable Special Servicer,
the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance
with Section 13.05 of


 






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this Agreement and shall specifically identify the Excluded Controlling Class Holder and identifying
the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both an applicable Excluded
Loan and an Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate
Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to
restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the
extent provided in this Agreement. As of the Closing Date, there are no Excluded Controlling Class Holders related to the Trust.


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Controlling Class Representative or any Controlling Class Certificateholder (or, with respect to the 1000 Wilshire Whole Loan
prior to the continuation of a Trust Subordinate Companion Loan Control Termination Event, the 1000 Wilshire Controlling Class
Representative or any 1000 Wilshire Controlling Class Certificateholder) is a Borrower Party. As of the Closing Date, there are
no Excluded Controlling Class Loans related to the Trust.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or
summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s
net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d), and
any Officer’s Certificates delivered by the Master Servicer or the applicable Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the applicable Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information
with respect to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool
level and other than CREFC® Reports (other than the CREFC® Special Servicer Loan File for the related Excluded Controlling
Class Loan). 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) and any Schedule AL Additional File shall not be considered “Excluded Information”. Each of the Master
Servicer, the Special Servicers or the Operating Advisor shall deliver any Excluded Information that is to be posted to the Certificate
Administrator’s Website to the Certificate Administrator in accordance with Section 3.30(a) hereof. For the avoidance
of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded
Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered
in the manner provided in Section 3.30(a) hereof.


 


“Excluded
Loan”: With respect to (a) the Directing Holder or the Holder of the majority of the Controlling Class, any Mortgage
Loan or Whole Loan if, as of any date of determination, the Controlling Class Representative or the Holder of the majority of
the Controlling Class (by Certificate Balance) or, with respect to the 1000 Wilshire Whole Loan, prior to the continuation of
a 1000 Wilshire Control Termination Event, the 1000 Wilshire


 






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Controlling Class Representative or the holder of the majority of
the 1000 Wilshire Controlling Class Certificates (by Certificate Balance) is a Borrower Party, or (b) a Risk Retention Consultation
Party, any Mortgage Loan or Whole Loan if, as of any date of determination, any Risk Retention Consultation Party or any RR Interest
Owner is a Borrower Party. For the avoidance of doubt, any applicable Excluded Loan is also an Excluded Controlling Class Loan.
As of the Closing Date, there are no Excluded Loans related to the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Mortgage Loan, the initial Asset Status Report, together
with such other data or supporting information provided by the applicable Special Servicer to the Directing Holder that does not
include any communication (other than the Final Asset Status Report) between the applicable Special Servicer and the Directing
Holder or the applicable Risk Retention Consultation Party with respect to such Specially Serviced Mortgage Loan required to be
delivered by the applicable Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each


 






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case,
in the form fully approved or deemed approved, if applicable, by the Directing Holder pursuant to the Directing Holder Approval
Process or following completion of the ASR Consultation Process, as applicable and labeled or otherwise communicated as being
“final”. For the avoidance of doubt, the applicable Special Servicer may issue more than one Final Asset Status Report
with respect to any Specially Serviced Mortgage Loan in accordance with the procedures described in Section 3.19.


 


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


 


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


 


“Financial
Market Publishers”: Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, CMBS.com,
Inc., BlackRock Financial Management Inc., Markit Group Limited, RealINSIGHT and Thomson Reuters Corporation.


 


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


 


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


 


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


 






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


 


“FXI
Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of July 30, 2018, by and between the holder
of the FXI Portfolio Pari Passu Companion Loan and the holder of the FXI Portfolio Mortgage Loan, relating to the relative rights
of such holders of the FXI Portfolio Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“FXI
Portfolio Mortgage Loan”: With respect to the FXI Portfolio Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari
passu in right of payment with the FXI Portfolio Pari Passu Companion Loans to the extent set forth in the related Co-Lender
Agreement.


 


“FXI
Portfolio Mortgaged Property”: The Mortgaged Property which secures the FXI Portfolio Whole Loan.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“GSK
North American HQ Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of July 30, 2018, by and between
the holder of the GSK North American HQ Pari Passu Companion Loan and the holder of the GSK North American HQ Mortgage Loan, relating
to the relative rights of such holders of the GSK North American HQ Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


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


 


“GSK
North American HQ Mortgaged Property”: The Mortgaged Property which secures the GSK North American HQ Whole Loan.


 


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


 


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


 


“GSMS
2017-FARM Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 29, 2017, among GS
Mortgage Securities Corporation II, as depositor, Keybank, National Association, as servicer, Aegon Realty Advisors, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator, as custodian and as trustee, and Pentalpha Surveillance
LLC, as operating advisor, as from time to time amended, supplemented or modified relating to the issuance of the GS Mortgage
Securities Corporation Trust 2017-FARM, Commercial Mortgage Pass-Through Certificates, Series 2017-FARM.


 


“GSMS
2018-GS9 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of March 1, 2018, among GS
Mortgage Securities Corporation II,


 






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as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors,
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as from time to time amended,
supplemented or modified relating to the issuance of the GS Mortgage Securities Trust 2018-GS9, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS9.


 


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


 


“HRR
Certificates”: The Class G-RR and Class H-RR Certificates.


 


“HRR
Transfer Restriction Period”: The period from the Closing Date to the earlier of:


 


(a)       the
latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance
of the Pooled Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Pooled
Principal Balance Certificates as of the Cut-off Date; or (iii) two years after the Closing Date,


 


(b)       the
date on which all of the Mortgage Loans have been defeased in accordance with the risk retention requirements set forth in §244.7(b)(8)(i)
of the Risk Retention Rule; or


 


(c)       the
date that the Risk Retention Rule applicable to the Third Party Purchaser are withdrawn or repealed in their entirety;


 


provided
that the termination of the HRR Transfer Restriction Period shall not be effective without the written consent (or deemed
consent under Section 5.01(d)) of the Sponsor.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.33.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.33.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.33.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.33.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When


 






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used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each Special Servicer, the Directing Holder,
each Risk Retention Consultation Party, the Controlling Class Representative, the Companion Holders (insofar as the relevant matter
involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations
Reviewer and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect financial
interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each Special Servicer, the
Directing Holder, each Risk Retention Consultation Party, the Controlling Class Representative, the Companion Holders (insofar
as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating
Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, each Special Servicer, the Directing Holder, each Risk Retention Consultation
Party, the Controlling Class Representative, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether
alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the Special Servicers, the Directing Holder, the Risk Retention Consultation Parties, the Controlling Class Representative,
the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, any Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Directing Holder, the Risk Retention Consultation Parties, the Controlling
Class Representative, the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes
less than 1% of the total assets of such Person. For the avoidance of doubt, the exception in the proviso above for ownership
of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations
Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test
set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be
at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder, the 1000 Wilshire Loan-Specific
Directing Holder or the Trust, delivered to the Trustee, any Companion Holder, the 1000 Wilshire Loan-Specific Directing Holder,
the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or derive any income from such Person
and provided that the relationship between such Person and the Trust is at arm’s length, all within the meaning of
Treasury Regulations Section 1.856-4(b)(5) (except that the Master Servicer or the Special Servicers shall not be considered to
be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel has been delivered to
the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer or a Special
Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer of an Opinion
of Counsel, which shall be at no expense to the Trustee, the Certificate


 






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Administrator, the Master Servicer, the Operating Advisor
or the Trust, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property
to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial
Purchasers”: Goldman Sachs & Co. LLC and Academy Securities, Inc.


 


“Initial
Rate”: With respect to any ARD Loan, the stated Mortgage Rate as set forth in the Mortgage Loan Schedule.


 


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


 


“Initial
Schedule AL Additional File”: The data file prepared by or on behalf of the Depositor containing additional information
or schedules regarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item
601(b)(103) of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference into
the Prospectus.


 


“Initial
Schedule AL File”: The data file prepared by or on behalf of the Depositor containing the information required by Item
1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102
to the Form ABS-EE incorporated by reference into the Prospectus.


 


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


 


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


 


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


 


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


 


“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either


 






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case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and (i) in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received
by the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Co-Lender Agreement and (ii) in the case of the 1000 Wilshire Whole Loan, to the extent any portion of such proceeds
are received by the Master Servicer or Certificate Administrator in connection with such 1000 Wilshire Whole Loan, and are allocable
to the related Mortgage Loan and Trust Subordinate Companion Loan, as applicable, pursuant to the related Co-Lender Agreement)
and the REMIC Provisions.


 


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


 


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


 


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


 


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


 


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


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of GS
Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners,
Interest Reserve Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which
must be an Eligible Account or subaccount of an Eligible Account.


 






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


 


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


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such Person
executing the certificate is a Certificateholder, a RR Interest Owner, the Directing Holder or a Risk Retention Consultation Party
(in either case, to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser
of a Certificate or a Companion Holder (or any investment advisor or manager of the foregoing), (ii) that either (a) such Person
is a Risk Retention Consultation Party or is not a Borrower Party, in which case such Person shall have access to all the reports
and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such
Person is a Borrower Party (other than a Risk Retention Consultation Party) in which case (1) if such Person is the Directing
Holder, a Controlling Class Certificateholder or a 1000 Wilshire Controlling Class Certificateholder, such Person shall have access
to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder
other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Holder, a Controlling Class
Certificateholder or a 1000 Wilshire Controlling Class Certificateholder, such


 






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Person shall only receive access to the Distribution
Date Statements prepared by the Certificate Administrator, (iii) such Person has received a copy of the final Prospectus and (iv)
such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided,
however, that any Excluded Controlling Class Holder (i) shall be permitted to obtain upon request in accordance with Section
4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such
Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded
Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information)
from the Master Servicer or the applicable Special Servicer, as the case may be, and (ii) shall be considered a Privileged Person
for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling
Class Loan.


 


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


 


“Investor
Registry”: As defined in Section 4.07(b).


 


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


 


“Late
Collections”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to
the related Determination Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion
Loan, as applicable (without regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to
the immediately preceding Determination Date and not previously recovered. With respect to any REO Loan, all amounts received
in connection with the related REO Property prior to the related Determination Date, whether as Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late collections of principal or interest due or deemed due in
respect of such REO Loan or the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any
acceleration of amounts due under the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default),
on a Due Date prior to the immediately preceding Determination Date and not previously recovered. The term “Late Collections”
shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement, Late Collections shall
refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable,
pursuant to the terms of the related Co-Lender Agreement. With respect to the 1000 Wilshire Whole Loan, as used in this Agreement,
Late Collections shall refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or Trust
Subordinate Companion Loan, as applicable, pursuant to the terms of the related Co-Lender Agreement.


 






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“Liquidation
Event”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan or with respect to any REO Property (and
the related REO Loan), any of the following events: (i) such Mortgage Loan or Trust Subordinate Companion Loan is paid in full;
(ii) a Final Recovery Determination is made with respect to such Mortgage Loan or Trust Subordinate Companion Loan; (iii) such
Mortgage Loan is repurchased by the Mortgage Loan Seller pursuant to Section 6 of the Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan or Trust Subordinate Companion Loan is purchased by any Special Servicer, or by any Companion Holder, the 1000 Wilshire
Loan-Specific Directing Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Co-Lender
Agreement, as applicable); (v) such Mortgage Loan or Trust Subordinate Companion Loan is purchased by any Special Servicer, the
Master Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates pursuant to Section
9.01 or acquired by the Sole Owner in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage
Loan or Trust Subordinate Companion Loan is sold by any Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the applicable Special Servicer with respect to (i) each Specially Serviced Mortgage Loan or
REO Property (except with respect to a Non-Serviced Mortgaged Loan) as to which such Special Servicer receives (a) a full, partial
or discounted payoff from or on behalf of the related Mortgagor or (b) any Liquidation Proceeds or Insurance and Condemnation
Proceeds (including the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout
Fee has been paid, or will be payable) and (ii) except as described below, with respect to any Mortgage Loan for which the applicable
Special Servicer is the Enforcing Servicer and either (A) such Mortgage Loan (including the related Companion Loan, if applicable)
is repurchased or substituted for by the Mortgage Loan Seller or (B) a Loss of Value Payment has been made with respect to such
Mortgage Loan (including the related Companion Loan, if applicable) (with respect to any Serviced Companion Loan, only to the
extent that (i) the applicable Special Servicer is enforcing the mortgage seller’s obligations under the MLPA with respect
to such Serviced Companion Loan and (ii) the related Liquidation Fee is not otherwise required to be paid to the applicable Special
Servicer engaged with respect to such Serviced Companion Loan securitization trust or otherwise prohibited from being paid to
the applicable Special Servicer (in each case, under the related Other Pooling and Servicing Agreement)), equal to the product
of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation
Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation)
related to such liquidated Mortgage Loan, Specially Serviced Mortgage Loan or REO Property, as the case may be; provided,
however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Mortgage Loan
by any Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Holder or any Affiliate
thereof; provided, however, that prior to a Control Termination Event, if the Directing Holder or an Affiliate thereof,
purchases any


 






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Specially Serviced Mortgage Loan within ninety (90) days (as may be extended) after the applicable Special Servicer
delivers to the Directing Holder for its approval the initial Asset Status Report with respect to such Specially Serviced Mortgage
Loan, such Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Holder
or its Affiliates), (b) any event described in clause (iv) and clause (vii) of the definition of “Liquidation
Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase, substitution or Loss of Value Payment
occurs prior to the termination of the Initial Cure Period or, if any, the Extended Cure Period, (c) any event described in clauses
(v) and (vi) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant
to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such
holder’s purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected
Loan pursuant to the related Co-Lender Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced
Companion Loan by the Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage
loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such
repurchase of such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a purchase
of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call
or similar liquidation of the Other Securitization; (e) the purchase of all of the Mortgage Loans and REO Properties and, if applicable,
the Trust Subordinate Companion Loan, in connection with an optional termination of the Trust; or (f) if a Mortgage Loan or Serviced
Whole Loan becomes a Specially Serviced Mortgage Loan solely because of a Servicing Transfer Event described in clause (i)
of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following
the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full
(but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (a) through (e)
above, each Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the
extent provided for in, or not prohibited by, the related loan documents). The Liquidation Fee for each such repurchased or substituted
Mortgage Loan, Specially Serviced Mortgage Loan or REO Property will be payable from, and will be calculated by application of
the Liquidation Fee Rate, to the related payment or proceeds; provided that the Liquidation Fee with respect to any Specially
Serviced Mortgage Loan or REO Property will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the
related borrower with respect to the Specially Serviced Mortgage Loan or REO Property as described in the definition of “Excess
Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee; provided, however, that any such fee payable with respect to the Serviced Companion Loan will be payable solely
from proceeds on such Serviced Companion Loan; provided, however, that, except as contemplated by each of the immediately
preceding provisos and the second following paragraph, no Liquidation Fee will be less than $25,000.


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%
with respect to each Mortgage Loan (including with respect to any related Companion Loan, to the extent provided in the definition
of “Liquidation Fee”) repurchased, substituted or for which a Loss of Value Payment has been made, as contemplated
by Section 2.03 of this Agreement, each Specially Serviced Mortgage Loan (or Trust Subordinate Companion Loan) and each
REO Property, provided, however, that


 






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except as contemplated in the definition of “Liquidation Fee”,
no Liquidation Fee will be less than $25,000.


 


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


 


“Loan-Related
Litigation”: As defined in Section 3.31(a) of this Agreement.


 


“Loan-Specific
Certificates”: The Class WLS-A, Class WLS-B, Class WLS-C, Class WLS-D and Class WLS-E Certificates, collectively.


 


“Loan-Specific
Directing Holder”: (a) With respect to the 1000 Wilshire Mortgage Loan, the 1000 Wilshire Loan-Specific Directing Holder
and (b) with respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing Certificateholder”,
the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under the related Co-Lender
Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific Directing Holder with respect to the
related Servicing Shift Whole Loan will be the holder of the related Controlling Companion Loan as set forth in Exhibit S.
On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing Holder under this Agreement
with respect to the related Servicing Shift Whole Loan. As of the Closing Date, the Loan-Specific Directing Holder with respect
to the Davenport Commons Whole Loan will initially be Goldman Sachs Mortgage Company or its affiliate, as the holder of the related
Controlling Companion Loan.


 






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


 


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


 


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


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC
Regular Interests, (i) on or prior to the first Distribution Date, an amount equal to the Original Lower-Tier Principal Amount
of such Class as specified in the Preliminary Statement hereto, and (ii) as of any date of determination after the first Distribution
Date, an amount equal to the Certificate Balance of the Class of Related Certificates or the RR Interest Balances of the RR Interests
on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)),
and as set forth in Section 4.01(a), Section 4.01(c)(ii) or Section 4.01(c), respectively.


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LAAB, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG and Class LH Uncertificated Interests and the LRI Uncertificated Interest.


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders and the RR Interest
Owners, which shall initially 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 Trust
2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners, Lower-Tier REMIC Distribution
Account”. Any such account, accounts or sub-accounts shall be an Eligible Account.


 


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


 






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


 


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


 


“M&O”:
McCoy & Orta, P.C., and its successors-in-interest.


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Major
Decision Reporting Package”: means, with respect to any Major Decision for which it is processing, a written report
by the Master Servicer or the applicable Special Servicer, as applicable, describing in reasonable detail (i) the background and
circumstances requiring action of the Master Servicer or the applicable Special Servicer, as applicable, and (ii) the proposed
course of action recommended.


 


“Marina
Heights State Farm Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of December 29, 2017, by and between
the holders of the Marina Heights State Farm Pari Passu Companion Loans and the holder of the Marina Heights State Farm Mortgage
Loan, relating to the relative rights of such holders of the Marina Heights State Farm Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


“Marina
Heights State Farm Mortgage Loan”: With respect to the Marina Heights State Farm Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is designated as promissory
note A-1-C2, and is pari passu in right of payment with the Marina Heights State Farm Pari Passu Companion Loans to the extent
set forth in the related Co-Lender Agreement.


 


“Marina
Heights State Farm Mortgaged Property”: The Mortgaged Property which secures the Marina Heights State Farm Whole Loan.


 


“Marina
Heights State Farm Pari Passu Companion Loans”: With respect to the Marina Heights State Farm Whole Loan, the Companion
Loans evidenced by the related promissory notes A-1-S, A-1-C1, A-2-C1, A-2-C2, A-2-C3, A-2-C4 and A-2-C5 made by the related Mortgagor
and secured by the Mortgage on the Marina Heights State Farm Mortgaged Property, which are not included in the Trust and which
are pari passu in right of payment to the Marina Heights State Farm Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the Marina Heights State Farm Co-Lender Agreement.


 


“Marina
Heights State Farm Whole Loan”: The Marina Heights State Farm Mortgage Loan, together with the Marina Heights State
Farm Pari Passu Companion Loans, each


 






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of which is secured by the same Mortgage on the Marina Heights State Farm Mortgaged Property.
References herein to the Marina Heights State Farm Whole Loan shall be construed to refer to the aggregate indebtedness under
the Marina Heights State Farm Mortgage Loan and the Marina Heights State Farm Pari Passu Companion Loans.


 


“Master
Servicer”: With respect to each of the Mortgage Loans, Wells Fargo Bank, National Association, and its successors in
interest and assigns, or any successor appointed as allowed herein.


 


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


 


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


 


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


 


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


 


“Maturity
Date”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on
which the last payment of principal is due and payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving effect to (i) any acceleration of the principal of
such Mortgage Loan, Whole Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related
Mortgage Note.


 


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


 


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


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or any successor in interest. If neither such rating agency nor any successor remains in existence,
“Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the


 






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other parties hereto, and specific
ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


“Mortgage
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively
the following documents; provided that for the avoidance of doubt, references to the Mortgage File for the Trust Subordinate
Companion Loan shall refer to the Mortgage File for the 1000 Wilshire Mortgage Loan and the Mortgage Note(s) evidencing such Trust
Subordinate Companion Loan:


 


(1)       the
original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied)
to the order of “Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage
Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners”,
or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the
Mortgage Loan Seller) (or, alternatively, executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy
of such Mortgage Note) and in the case of a Serviced Whole Loan, a copy of the executed Mortgage Note for the related Companion
Loan;


 


(2)       an
original or copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case
(unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon
or certified by the applicable recorder’s office;


 


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


 


(4)       an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related assignment
of leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10, and the RR Interest Owners” and the holder of the related Companion Loan, as their interests
may appear or a copy of such assignment (if the Mortgage Loan Seller or


 






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its designee, rather than the Trustee or Certificate Administrator,
is responsible for the recording thereof);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(14)       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);


 


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


 


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


 


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


 


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


 


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


 


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


 


provided
that with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other
than the documents described in clause (1) above) will be delivered to and held by the custodian under the related Non-Serviced
Pooling Agreement on or prior to the Closing Date; provided, however, that (a) whenever the term “Mortgage
File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such documents and instruments
required to be included therein unless they are actually received by the Custodian, (b) if there exists with respect to any Crossed
Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage File”
covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy
in the Mortgage File for any of the Mortgage


 






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


 


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


 


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


 






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


 


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


 


(ii)        the
Mortgagor’s name;


 


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


 


(iv)       the
Mortgage Rate in effect at origination;


 


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


 


(vi)       the
original principal balance;


 


(vii)      the
Cut-off Date Principal Balance;


 


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


 


(ix)        the
original and remaining amortization terms;


 


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


 


(xi)        the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(xix)        number
of grace days;


 


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


 


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


 


(xxii)       whether
the related Mortgage Loan permits defeasance;


 


(xxiii)      the
interest accrual period; and


 


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


 


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


 


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


 


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


 


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan, Companion Loan,
Serviced Whole Loan or 1000 Wilshire Component, on or prior to its Maturity Date, the annual rate at which interest is scheduled
(in the absence of a default) to accrue (or, if and while it is an REO Loan, is deemed to accrue) on such Mortgage Loan, REO Loan,
Companion Loan, Serviced Whole Loan or 1000 Wilshire Component from time to time in accordance with the related Mortgage Note,
promissory note or componentization notice and applicable law; or (ii) any Mortgage Loan (including any Non-Serviced Mortgage
Loan), REO Loan, Companion Loan or 1000 Wilshire Component after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date.


 


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


 


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


 






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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan), REO Loan (including any
portion of an REO Loan related to the Trust Subordinate Companion Loan or its Components, but excluding the portion of an REO
Loan related to any other Companion Loan) and Component as of any date of determination, a rate per annum equal to the
related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after the related Anticipated
Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating
Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan or Component will be determined without regard
to any modification, waiver or amendment of the terms of the related Mortgage Loan or Component, whether agreed to by the Master
Servicer or the applicable Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor
or otherwise; provided, further, that for any Mortgage Loan that accrues interest on an Actual/360 Basis, then,
solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such
Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have
to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related
Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate
for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or
preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution
Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in
March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts
withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate
shall be calculated as described above, determined as if the predecessor Mortgage Loan or Trust Subordinate Companion Loan (or
its Components) had remained outstanding.


 


“Net
Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating
Income will be calculated in accordance with the


 






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standard definition of “Net Operating Income” approved from time
to time endorsed and put forth by the CREFC®.


 


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


 


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


 


“Non-Exempt
Person” shall mean any Person other than a Person who either (i) is a U.S. person or (ii) has provided to the Certificate
Administrator for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by
law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence
of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above,
permit the Certificate Administrator to make such payments free of any obligation or liability for withholding, provided that
duly executed form(s) provided to the Certificate Administrator pursuant to Section 5.03(s), shall be sufficient to evidence
that such providing Person is not a Non-Exempt Person.


 


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


 


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


 






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


 






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Standard, in
the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee),
may obtain, promptly upon request from the applicable Special Servicer at the expense of the Trust any reasonably required analysis,
Appraisals or market value estimates or other information for making a recoverability determination. Absent bad faith, the Master
Servicer’s, the applicable Special Servicer’s or the Trustee’s determination as to the recoverability of any
P&I Advance shall be conclusive and binding on the Certificateholders and the RR Interest Owners. The determination by the
Master Servicer, the applicable Special Servicer or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable,
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either the applicable Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Controlling Class Representative (but only prior to the occurrence of a Consultation Termination Event and only with respect
to any Mortgage Loan or Trust Subordinate Companion Loan other than an applicable Excluded Loan) (and, in the case of a Serviced
Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the applicable Special Servicer), the Depositor,
or by the Trustee to the Depositor, the Master Servicer, the applicable Special Servicer the Operating Advisor (and, in the case
of a Serviced Mortgage Loan, any Other Servicer) and the Certificate Administrator. The Officer’s Certificate shall set
forth such determination of nonrecoverability and the considerations of the Master Servicer, the applicable Special Servicer or
the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, income
and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer,
such Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the
related Mortgage Loan or Trust Subordinate Companion Loan or the related Mortgaged Property). The applicable Special Servicer’s
determination that a P&I Advance is or would be nonrecoverable shall be binding on the Master Servicer and the Trustee. In
the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.


 


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


 






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Trustee, solely in its capacity as Trustee) (among
other things) future expenses (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer
and the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity
as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances
which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer or the Trustee,
in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential
source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Property Protection
Advance is a Nonrecoverable Property Protection Advance, will be entitled to give due regard to the existence of any Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans that, at the time of such consideration,
the reimbursement of which is being deferred or delayed by the Master Servicer, in light of the fact that proceeds on the related
Mortgage Loan are a source of recovery not only for the Property Protection Advance under consideration, but also as a potential
source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred
or delayed. However, if the Workout-Delayed Reimbursement Amount relates to a Property Protection Advance for the 1000 Wilshire
Whole Loan, the Master Servicer will be entitled to recover such Workout-Delayed Reimbursement Amount from general collections
on deposit in the Collection Account for the Mortgage Pool including the Trust Subordinate Companion Loan. In addition, any such
Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or
in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon
request from the applicable Special Servicer at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination (and, upon the reasonable request by the Trustee,
Master Servicer or applicable Special Servicer, as applicable, the Master Servicer and the applicable Special Servicer shall deliver
any relevant Appraisals or market value estimates in its possession to the requesting party for such purpose). Absent bad faith,
the Master Servicer’s, applicable Special Servicer’s or the Trustee’s determination as to the recoverability
of any Property Protection Advance shall be conclusive and binding on the Certificateholders and the RR Interest Owners. The determination
by the Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable
Property Protection Advance or that any proposed Property Protection Advance, if made, would constitute a Nonrecoverable Property
Protection Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate
delivered by either of the applicable Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Controlling Class Representative, (but only prior to the occurrence of a Consultation Termination Event and only with respect
to any Mortgage Loan other than an applicable Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer),
the Operating Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the
Master Servicer, the Special Servicers, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced
Mortgage Loan, any Other Servicer). The applicable Special Servicer may, at its option, make a determination in accordance with
the Servicing Standard, that any Property Protection Advance previously made or proposed to be made is a Nonrecoverable Property


 






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


 


“Non-Reduced
Certificates”: means (i) any Class of Pooled Non-Reduced Certificates and (ii) any Class of Loan-Specific Certificates
then outstanding for which (a)(1) the initial Certificate Balance of such Class of Certificates, minus (2) the sum (without duplication)
of (x) any payments of principal (whether as Principal Prepayments or otherwise) distributed to


 






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the Certificateholders of such
Class of Certificates, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates, and (z) any 1000 Wilshire
Realized Losses previously allocated to such Class of Certificates, is equal to or greater than (b) 25% of the remainder of (1)
the initial Certificate Balance of such Class less (2) any payments of principal (whether as Principal Prepayments or otherwise)
previously distributed to the Certificateholders of such Class of Certificates.


 


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


 


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


 


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


 


“Non-Serviced
Co-Lender Agreement”: The U.S. Industrial Portfolio Co-Lender Agreement, the Marina Heights State Farm Co-Lender Agreement,
the Davenport Commons Co-Lender (on or after the related Servicing Shift Securitization Date) and the Two Democracy Co-Lender
Agreement.


 


“Non-Serviced
Companion Loan”: The U.S. Industrial Portfolio Pari Passu Companion Loan, the Marina Heights State Farm Pari Passu Companion
Loans, the Davenport Commons Pari Passu Companion Loan (on or after the related Servicing Shift Securitization Date) and the Two
Democracy Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Mortgage Loan”: The U.S. Industrial Portfolio Mortgage Loan, the Marina Heights State Farm Mortgage Loan, the Davenport
Commons Mortgage Loan (on or after the related Servicing Shift Securitization Date) and the Two Democracy Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The U.S. Industrial Portfolio Mortgaged Property, the Marina Heights State Farm Mortgaged Property,
the Davenport Commons Mortgaged Property (on or after the related Servicing Shift Securitization Date) and the Two Democracy Mortgaged
Property.


 






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


 


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


 


“Non-Serviced
Pooling Agreement”: With respect to (i) the Marina Heights State Farm Whole Loan, the GSMS 2017-FARM Trust and Servicing
Agreement, (ii) the U.S. Industrial Portfolio Whole Loan and the Two Democracy Whole Loan, the GSMS 2018-GS9 Pooling and Servicing
Agreement and (iii) the Davenport Commons Whole Loan, on and after the related Servicing Shift Securitization Date, the Davenport
Commons Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: The U.S. Industrial Portfolio Whole Loan, the Marina Heights State Farm Whole Loan, the Davenport Commons
Whole Loan (on or after the related Servicing Shift Securitization Date) and the Two Democracy Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided
electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s
Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency


 






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under this Agreement
or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the
Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall be deemed
to recertify to the foregoing each time it accesses the 17g-5 Information Provider’s Website.


 


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


 


“Offered
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class
X-A and Class X-B Certificates.


 


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


 


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


 


“Operating
Advisor”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors in interest and
assigns, or any successor operating advisor appointed as herein provided.


 


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


 


“Operating
Advisor Consultation Event”: The event that occurs when (i) the HRR Certificates have an aggregate Certificate Balance
(as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a) of
this Agreement) equal to or less than 25% of the initial aggregate Certificate Balance of the HRR Certificates or (ii) a Control
Termination Event has occurred and is continuing (or a Control Termination Event would occur and be continuing if not for the
last proviso in the definition thereof).


 


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


 






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


 


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


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00205%; provided, that at any time there is no Operating Advisor, the Operating Advisor Fee Rate shall
be zero.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and the RR Interest Owners and, with respect to any Serviced Whole
Loan for the benefit of the holders of the related Companion Loan (as a collective whole as if such Certificateholders, the RR
Interest Owners and Companion Holders constituted a single lender, taking into account the pari passu nature of any related
Pari Passu Companion Loan and the subordinate nature of any related AB Subordinate Companion Loan), and not to any particular
Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment),
but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its Affiliates
may have with any of the underlying Mortgagors, property managers, any Sponsor, the Mortgage Loan Seller, the Depositor, the Master
Servicer, each Special Servicer, the Asset Representations Reviewer, the Directing Holder, each Risk Retention Consultation Party
or any of their respective Affiliates.


 


“Operating
Advisor Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:


 


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


 






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


 


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


 


(d)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall have been entered against the operating advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(e)       the
Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
operating advisor or of or relating to all or substantially all of its property; or


 


(f)       the
Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations.


 


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


 


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


 

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


 






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


 


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


 


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


 


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


 


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


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 


“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.


 


“Owner
Repurchase Request”: As defined in Section 2.03(i).


 


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


 


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


 


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


 


“Pari
Passu Companion Loan”: Each of the GSK North American HQ Pari Passu Companion Loan, the FXI Portfolio Pari Passu Companion
Loan, the U.S. Industrial Portfolio Pari Passu Companion Loan, the Quality RV Resorts Pari Passu Companion Loan, the Marina


 






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Heights
State Farm Pari Passu Companion Loans, the Davenport Commons Pari Passu Companion Loan and the Two Democracy Pari Passu Companion
Loan.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the
Class F Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class H-RR Pass-Through Rate, the Class X-A Pass-Through Rate,
the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class WLS-A Pass-Through Rate, the Class WLS-B Pass-Through
Rate, the Class WLS-C Pass-Through Rate, the Class WLS-D Pass-Through Rate and the Class WLS-E Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


“Percentage
Interest”: As to any Certificate (other than a Class S or Class R 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 S
or Class R Certificate), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate divided
by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing
Date. As to a Class R Certificate or a Class S Certificate, the Percentage Interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic
Payment”: With respect to any Mortgage Loan or the related Companion Loan, the scheduled monthly payment of principal
and/or interest (other than any Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, that
is payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy
or similar proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted
or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law,
without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without
regard to any Excess Interest.


 






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


 


(i)       direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be
a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion
Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing, other than (a) unsecured
senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development
public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed
securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed
pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated
debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if
such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or (with respect to
money market fund investments only) “AAAm” by S&P, if such obligations mature in 365 days or less;


 


(ii)       time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, (i) the short-term debt obligations
of which are rated at least “A-1” by S&P and (ii) the short-term debt obligations of which are rated at least
“R-1(high)” by DBRS or the long-term debt obligations of which are rated at least “AAA” by DBRS or, if
not rated by DBRS, an equivalent (or higher) rating by two other nationally recognized statistical rating agencies (which may
include S&P and Fitch) and (iii) the short-term debt obligations of which are rated at least “F1” by Fitch or
the long-term debt obligations of which are rated at least “A” by Fitch, (B) in the case of such investments with
maturities of 3 months or less, but more than 30 days, the short-term obligations of which are rated at least “A-1”
by


 






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S&P, “R-1(high)” by DBRS and “F1+” by Fitch and the long-term obligations of which are rated at
least “AA-” by S&P, “AAA” by DBRS or, if not rated by DBRS, an equivalent (or higher) rating by two
other nationally recognized statistical rating agencies (which may include S&P and Fitch) and “AA-” by Fitch,
(C) in the case of such investments with maturities of 6 months or less, but more than 3 months, (x) the short-term obligations
of which are rated at least “A-1” by S&P, “R-1(high)” by DBRS and “F1+” by Fitch and the
long-term obligations of which are rated at least “AA-” by S&P, “AAA” by DBRS or, if not rated by
DBRS, an equivalent (or higher) rating by two other nationally recognized statistical rating agencies (which may include S&P)
and “AA-” by Fitch, and (D) in the case of such investments with maturities of more than 6 months, the short-term
obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of
which are rated at least “AA-” by S&P, “AAA” by DBRS or, if not rated by DBRS, an equivalent (or higher)
rating by two other nationally recognized statistical rating agencies (which may include S&P and Fitch) and “AA-”
by Fitch, (or, in the case of any such Rating Agency as set forth in clauses (A) through (D) above, if permitted by the related
Mortgage Loan, such lower rating as is otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation);


 


(iii)       repurchase
agreements or obligations with respect to any security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust
company (acting as principal) described in clause (ii) above;


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, (A) if it has a term of three
months or less, the short-term obligations of which are rated in the highest short-term debt rating category of S&P and Fitch
and “R-1(high)” by DBRS, (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 (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
(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 securities issued by
any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding
principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the
sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


 






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(v)       commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof), (A) if it has a term of one month or less, the short-term obligations
of which are rated at least “A-1” by S&P, “F1” by Fitch and in the highest short term debt rating
category of DBRS, if then rated by DBRS; (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 obligations of which are rated at
least “A-1+” by S&P (or “A-1” by S&P if the obligations mature within 60 days), and (3) the short-term
debt obligations of which are rated in the highest short-term debt rating category by DBRS, if then rated by DBRS, (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) short-term obligations of which are rated at least “A-1+” by S&P (or “A-1” by S&P,
if the long-term debt obligations of which are rated at least “AA-” by S&P) and (3) the short-term debt obligations
of which are rated in the highest short-term rating category by DBRS, if then rated by DBRS; 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 “A-1+” (or the equivalent) by S&P (or “A-1” by S&P, if the long-term debt obligations
of which are rated at least “AA-” by S&P), and (3) the short-term debt obligations of which are rated in the highest
short-term rating category by DBRS, if then rated by DBRS, (or, in the case of any such Rating Agency as set forth in clauses
(A) through (D) above, if permitted by the related Mortgage Loan, such lower rating as is otherwise acceptable to such Rating
Agency, as confirmed in a Rating Agency Confirmation); provided, however, that the investments described in this clause must (A)
have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately
with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(vi)       money
market funds which seek to maintain a constant net asset value per share, rated in the highest rating category of S&P and
DBRS (or, if not rated by S&P or DBRS, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation
relating to the Certificates), which may include the investments referred to in clause (i) hereof if so qualified that
(a) have substantially all of their assets invested continuously in the types of investments referred to in clause (i)
above and (b) have net assets of not less than $5,000,000,000;


 


(vii)       any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of
the minimum


 






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


 


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


 


provided,
however, that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such
rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators,
such as the (sf) subscript, and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as a
“cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed
dollar of principal due at maturity that cannot vary or change and (b) any such investment that provides for a variable rate of
interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately
with such index; and provided, further, however, that no such instrument shall be a Permitted Investment
if (a) such instrument evidences the right to receive only interest, (b) such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield
to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or
(c) such instrument may be redeemed at a price below the purchase price; and provided, further, however,
that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other
than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion
of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC as
a REMIC. Permitted Investments may not be purchased at a price in excess of par.


 


“Permitted
Lender”: As defined in Section 5.03(r).


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance
and/or other insurance commissions and fees, title agency fees, and appraisal fees received or retained by the applicable Special
Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan and
Serviced Whole Loan or REO Property, in each case, in accordance with this Agreement.


 






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“Permitted
Transferee”: Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated
by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person
requesting the transfer) to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will
not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates or the RR Interests are outstanding,
(c) a Person that is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership
agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S.
Tax Person or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the Transferee or any other U.S. Tax Person.


 


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


 


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


 


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


 


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


 


(i)       all
Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection
Period, excluding Excess Interest and interest relating to periods prior to, but due after, the Cut-off Date;


 


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


 






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


 


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


 


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


 


(v)       all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class S Certificates);


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Pooled
Certificate Available Funds” shall mean, as to any Distribution Date, an amount equal to the sum of (i) the Pooled Non-RRI
Percentage of the Pooled Available Funds for such Distribution Date and (ii) the Pooled Gain-on-Sale Remittance Amount withdrawn
from the Pooled Gain-on-Sale Reserve Account for distribution on such Distribution Date pursuant to Section 4.01(g)(i).


 


“Pooled
Certificate Principal Distribution Amount”: With respect to any Distribution Date and the Pooled Principal Balance Certificates,
an amount equal to the Poled Non-RRI Percentage of the Aggregate Principal Distribution Amount for such Distribution Date.


 


“Pooled
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class
C, Class D, Class E, Class F, Class G-RR, Class H-RR, Class X-A, Class X-B and Class X-D Certificates.


 


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


 


“Pooled
Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Pooled Gain-on-Sale
Reserve Account on such Distribution Date, and (ii) the amount distributable from the Pooled Gain-on-Sale Reserve Account pursuant
to Section 4.01(g)(i).


 


“Pooled
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and
maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the
Certificateholders and the Pooled RR Interest Owner, which shall initially 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 Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the Pooled
RR Interest Owner, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible
Account.


 


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


 


“Pooled
Non-RRI Percentage”: An amount expressed as a percentage equal to 100% minus the Pooled RRI Percentage. For the avoidance
of doubt, at all times, the sum of the Pooled RRI Percentage and the Pooled Non-RRI Percentage shall equal 100%.


 






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“Pooled
Original RR Interest Balance”: With respect to the Pooled RR Interest, an amount equal to the Pooled RRI Percentage
multiplied by the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 


“Pooled
Principal Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR Certificates.


 


“Pooled
Quorum”: In connection with any solicitation of votes in connection with the replacement of the applicable Special Servicer
(other than with respect to the 1000 Wilshire Whole Loan) pursuant to Section 7.01(d) (other than as a result of the replacement
of the applicable Special Servicer at the recommendation of the Operating Advisor), the holders of Voting Rights evidencing at
least 75% of the aggregate Pooled Voting Rights (taking into account the application of Realized Losses and, other than with respect
to the termination of the Asset Representations Reviewer, the application of any Appraisal Reduction Amounts to notionally reduce
the Certificate Balance of the Certificates) of all Pooled Principal Balance Certificates on an aggregate basis.


 


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


 


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


 


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


 


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


 






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“Pooled
RR Interest Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Pooled RRI
Percentage of the Pooled Available Funds for such Distribution Date and (ii) the Pooled RR Interest Gain-on-Sale Remittance Amount.


 


“Pooled
RR Interest Balance”: With respect to the Pooled RR Interest (i) on or prior to the first Distribution Date, an amount
equal to the Pooled Original RR Interest Balance as specified in the Preliminary Statement hereto and (ii) as of any date of determination
after the first Distribution Date, the Pooled RR Interest Balance on the Distribution Date immediately prior to such date of determination
(determined as adjusted pursuant to Section 1.02(iii)) after giving effect to (a) any distributions made on such Distribution
Date pursuant to Section 4.01(a)(i), (ii) and (iii), (b) any Pooled RR Interest Realized Losses allocated
to the Pooled RR Interest on such Distribution Date, and (c) any recoveries on the Mortgage Loans of Nonrecoverable Advances (plus
interest on such Nonrecoverable Advances) that were previously reimbursed from principal collections on the related Mortgage Loans,
that resulted in a reduction of the Pooled RR Interest Principal Distribution Amount, which recoveries are allocated to the Pooled
RR Interest and added to the Pooled RR Interest Balance.


 


“Pooled
RR Interest Distribution Amount”: With respect to the Pooled RR Interest for any Distribution Date, an amount equal
to the product of (A) the Pooled Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to
Certificateholders pursuant to Section 4.01(b)(i), (iv), (vii), (x), (xiii), (xv), (xix),
(xxii) and (xxv) on such Distribution Date.


 


“Pooled
RR Interest Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in
the Pooled RR Interest Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the Pooled
RR Interest Gain-on-Sale Reserve Account pursuant to Section 4.01(g).


 


“Pooled
RR Interest Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account)
created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit
of the Pooled RR Interest Owner, which 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 Pooled RR Interest Owner under the Pooling
and Servicing Agreement for the GS Mortgage Securities Trust 2018-GS10, Pooled RR Interest Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Pooled
RR Interest Owner”: The Person who owns the Pooled RR Interest, as identified to the Certificate Administrator in writing.
At any time, there shall be only one Pooled RR Interest Owner. Goldman Sachs Bank USA, a NY state-chartered bank, is the Pooled
RR Interest Owner as of the Closing Date. Until it receives notice to the contrary in the form of both Exhibit D-3 and
Exhibit D-4 hereto pursuant to Section 5.03(r), the Certificate Administrator shall be entitled to rely on the preceding
sentence with respect to the identity of the Pooled RR Interest Owner and, thereafter, the Certificate Administrator shall be
entitled to rely on the most recent notification in the form of notice of the new owner and submission of both Exhibit D-3
and Exhibit D-4 hereto pursuant to Section 5.03(r) with respect to the identity of the Pooled RR Interest Owner.


 






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“Pooled
RR Interest Principal Distribution Amount”: With respect to the Pooled RR Interest for any Distribution Date, an amount
equal to the product of (A) the Pooled Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed
to the Certificateholders pursuant to Section 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii),
(xx), (xxiii) and (xxvi) on such Distribution Date.


 


“Pooled
RR Interest Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net
Mortgage Rate for such Distribution Date.


 


“Pooled
RR Interest Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product of (A)
the Pooled RRI Percentage and (B) the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect
to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to
reimburse any Workout Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout Delayed Reimbursement
Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion
allocable to any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date,
is less than (ii) the Pooled RR Interest Balance after giving effect to distributions of principal on such Distribution Date.


 


“Pooled
RR Interest Realized Loss Interest Distribution Amount”: With respect to the Pooled RR Interest for any Distribution
Date, an amount equal to the product of (A) the Pooled Risk Retention Allocation Percentage and (B) the aggregate amount of interest
on reimbursed Realized Losses distributed to the Certificateholders pursuant to Section 4.01(b)(iii), (vi), (ix),
(xii), (xv), (xviii), (xxi), (xxiv) and (xxvii) on such Distribution Date.


 


“Pooled
RRI Percentage”: 3.52999317%.


 


“Pooled
Voting Rights”: The portion of the voting rights of all of the Pooled Certificates that is allocated to any Pooled Certificate.
At all times during the term of this Agreement, the Pooled Voting Rights shall be allocated among the various Classes of Pooled
Certificateholders as follows: (i) 1% in the case of the Class X-A, Class X-B and Class X-D Certificates (allocated pro rata,
based upon their respective Notional Amounts as of the date of determination), and (ii) in the case of any Pooled Principal Balance
Certificates, a percentage equal to the product of 99% and a fraction, the numerator of which is equal to the Certificate Balance
(and solely in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant
to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i), taking into account any notional reduction
in the Certificate Balance for Appraisal Reduction Amounts allocated to the Pooled Certificates pursuant to Section 4.05(a)
hereof) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator
of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether
to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i),
taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates
pursuant to Section 4.05(a) hereof) of the Pooled Principal Balance Certificates, each determined as of the Distribution
Date


 






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immediately preceding such time. The Class R Certificates and the Class S Certificates will not be entitled to any Pooled
Voting Rights.


 


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


 


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


 


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


 


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


 


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


 






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pro rata to any related
AB Subordinate Companion Loan (and, with respect to the 1000 Wilshire Whole Loan, to the Trust Subordinate Companion Loan, and
correspondingly to the Loan-Specific Certificates) and then pro rata to the related Mortgage Loan and any related Pari
Passu Companion Loan.


 


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


 


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


 


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


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class G-RR, Class H-RR Class WLS-A, Class WLS-B, Class WLS-C, Class WLS-D and Class WLS-E
Certificates.


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Holder or a Risk Retention Consultation Party and a Special
Servicer related to any Specially Serviced Mortgage Loan (other than with respect to any applicable Excluded Loan) or the exercise
of the Directing Holder’s consent or consultation rights or a Risk Retention Consultation Party’s consultation rights
under this Agreement, (ii) strategically sensitive information (including information contained within any Asset Status Report)
that the applicable Special Servicer has appropriately labeled and reasonably determined could compromise the Trust’s position
in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information subject to attorney-client
privilege. The Master Servicer, each Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled
to rely on any identification of materials as “attorney-client privileged” without liability for any such reliance
hereunder.


 






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“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not
otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the
applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the
Trustee, as evidenced by written advice of counsel (which will be an additional expense of the Trust) delivered to each of the
Master Servicer, the applicable Special Servicer, the Directing Holder (other than with respect to any applicable Excluded Loan),
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee), required by law, rule,
regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Loan-Specific Initial Purchaser,
the Sponsor, the Master Servicer, each Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or any Special Servicer,
the Operating Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer,
any Companion Holder who provides an Investor Certification, any Person (including the Directing Holder, the Controlling Class
Representative, a Risk Retention Consultation Party and any RR Interest Owner) who provides the Certificate Administrator with
an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO
Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is a Risk Retention
Consultation Party or a Special Servicer) be entitled to receive (i) if such party is the Directing Holder, Controlling Class
Certificateholder or any 1000 Wilshire Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing
Holder, Controlling Class Certificateholder or any 1000 Wilshire Controlling Class Certificateholder, any information other than
the Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating
Advisor, the Certificate Administrator may rely on direction by the Master Servicer, any Special Servicer, the Mortgage Loan Seller
or the Operating Advisor, as the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if a Special Servicer obtains knowledge that it is a Borrower Party, such Special
Servicer shall nevertheless be a Privileged Person; provided that such Special Servicer (i) shall not directly or indirectly
provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of such Special
Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect


 






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ownership
interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above; provided, further, that nothing
in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict a Special
Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the applicable Special Servicer
accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further,
however, that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with
Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded
Information) from the Master Servicer or the applicable Special Servicer, as the case may be. Notwithstanding any provision to
the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation to restrict access
by applicable Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.


 


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


 


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


 


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


 






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connection with the exercise
of any cure rights or purchase rights granted to the holder of a Serviced Companion Loan under the related Co-Lender Agreement
or this Agreement.


 


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


 


“Prospectus”:
The Prospectus, dated July 20, 2018.


 


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


 


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


 


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


 


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


 


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


 


(v)       any
unpaid Special Servicing Fees, unpaid Asset Representations Reviewer Fees and any other unpaid additional Trust Fund expenses
(which, for the avoidance of doubt, include any unpaid Workout Fees and Liquidation Fees) outstanding or previously incurred in
respect of the related Mortgage Loan or Trust Subordinate Companion Loan (or, in the case of any Non-Serviced Mortgage Loan, the
pro rata portion of any comparable amounts allocable to such


 






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Mortgage Loan and payable with respect thereto pursuant to
the related Co-Lender Agreement), and if such Mortgage Loan or Trust Subordinate Companion Loan is being purchased by a Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement, all expenses incurred or to be incurred by the Master Servicer,
the applicable Special Servicer, the Asset Representations Reviewer, the Depositor, the Certificate Administrator and the Trustee
in respect of the Breach or Material Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise
included in the amount described in clause (iii) above);


 


(vi)       if
the Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan, any related Asset Representations Reviewer Asset Review
Fee to the extent not previously paid by the Mortgage Loan Seller; plus


 


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


 


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


 


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


 


“Qualified
Insurer”: (i) With respect to any Mortgage Loan, Trust Subordinate Companion Loan, REO Loan or REO Property, an insurance
company or security or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance
financial strength rating of at least: (a) “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A)
at least two NRSROs (which may include Moody’s, Fitch and/or DBRS) or (B) one NRSRO (which may include Moody’s, Fitch
or DBRS) and A.M. Best Company, Inc.), (b) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent
rating by (A) at least two NRSROs (which may include S&P, Fitch and/or DBRS) or (B) one NRSRO (which may include S&P or
Fitch) and A.M. Best Company, Inc.), (c) “A-” by Fitch (or, if not rated by Fitch, at least “A-” or an
equivalent rating as “A-” by one other nationally recognized insurance rating organization (which may include S&P,
Moody’s or DBRS)) and (d) “A(low)” by DBRS (or, if not rated by DBRS, at least an equivalent rating by one other
nationally recognized


 






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insurance rating organization (which may include S&P, Moody’s or Fitch)) and (ii) with respect
to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except
as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which
are guaranteed or backed by a company having such claims paying ability) with at least one of the following ratings: (a) “A3”
by Moody’s, (b) “A-“ by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company,
Inc. or (e) “A(low)” by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to
the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 


“Qualified
Mortgage”: A “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the
rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage.


 


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


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the


 






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removed
Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the
same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months); (v)
have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the
Certificateholders and the RR Interest Owners) as of the date of substitution in all material respects with all of the representations
and warranties set forth in the Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material
adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related
Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original debt service
coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage”
within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the Mortgage Loan Seller’s
expense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date two (2) years
prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan;
(xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating
Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the
Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing
and the affected Mortgage Loan is not an applicable Excluded Loan, by the Directing Holder; (xv) prohibit defeasance within two
(2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event
or the imposition of tax on any of such REMICs or the issuing entity other than a tax on income expressly permitted or contemplated
to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report that indicates
no material adverse property condition or deferred maintenance that will be delivered as a part of the related Servicing File;
and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that more than
one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined
on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually
satisfy each of the requirements specified in clauses (ii) through (xviii); provided that the rates described
in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined
on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate,
the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate and the Asset Representations Reviewer Fee Rate)
shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average
Net Mortgage Rate) of any class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified
Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the Mortgage Loan Seller shall certify that the Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such


 






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certification to the Trustee,
the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Holder.


 


“Quality
RV Resorts Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of July 30, 2018, by and between the holder
of the Quality RV Resorts Pari Passu Companion Loan and the holder of the Quality RV Resorts Mortgage Loan, relating to the relative
rights of such holders of the Quality RV Resorts Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Quality
RV Resorts Mortgage Loan”: With respect to the Quality RV Resorts Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is
pari passu in right of payment with the Quality RV Resorts Pari Passu Companion Loans to the extent set forth in the related
Co-Lender Agreement.


 


“Quality
RV Resorts Mortgaged Property”: The Mortgaged Property which secures the Quality RV Resorts Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


“Rated
Final Distribution Date”: (a) As to each Class of Offered Certificates, the Distribution Date in July 2051 and (b) as
to the Loan-Specific Certificates, the Distribution Date in March 2033.


 






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“Rating
Agency”: Each of S&P, Fitch and DBRS or their successors in interest. If no such rating agency nor any successor
thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical
rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to
the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of S&P, Fitch
and DBRS herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated
by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision
not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from each Rating Agency with respect to such matter.


 


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


 


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


 


“Realized
Loss”: The Pooled Realized Loss and the 1000 Wilshire Realized Loss, as applicable.


 


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


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class
C, Class D, Class E, Class F, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class WLS-A, Class WLS-B, Class WLS-C,
Class WLS-D and Class WLS-E Certificates.


 


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


 


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


 


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


 






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Trustee and/or the Certificate Administrator by the Master Servicer or the applicable Special Servicer, as applicable, as such
list may from time to time be amended.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 


	Related
Certificates

or RR Interests
	Related

Lower-Tier Regular Interest

	Class
    A-1 Certificates	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	Class
    LA3 Uncertificated Interest
	Class
A-4 Certificates

        Class
A-5 Certificates
	Class
LA4 Uncertificated Interest

        Class
LA5 Uncertificated Interest

	Class
    A-AB Certificates	Class
    LAAB Uncertificated Interest
	Class
    A-S Certificates	Class
    LAS Uncertificated Interest
	Class
    B Certificates	Class
    LB Uncertificated Interest
	Class
    C Certificates	Class
    LC Uncertificated Interest
	Class
    D Certificates	Class
    LD Uncertificated Interest
	Class
    E Certificates	Class
    LE Uncertificated Interest
	Class
    F Certificates	Class
    LF Uncertificated Interest
	Class
    G-RR Certificates	Class
    LG Uncertificated Interest
	Class
    H-RR Certificates	Class
    LH Uncertificated Interest
	Class
    WLS-A Certificates	Class
    LWLSA Uncertificated Interest
	Class
    WLS-B Certificates	Class
    LWLSB Uncertificated Interest
	Class
    WLS-C Certificates	Class
    LWLSC Uncertificated Interest
	Class
    WLS-D Certificates	Class
    LWLSD Uncertificated Interest
	Class
    WLS-E Certificates	Class
    LWLSE Uncertificated Interest


 






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	Related
Certificates

or RR Interests
	Related

Lower-Tier Regular Interest

	Pooled
    RR Interest	LRI
	1000
    Wilshire RR Interest	LWLSRI


  


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


 


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


 


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


 


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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage
Loans other than the 1000 Wilshire Mortgage Loan, the General Special Servicer pursuant to Section 3.14(b) on behalf of
the Trustee for the benefit of the Certificateholders and the RR Interest Owners and with respect to any Serviced Whole Loan,
for the benefit of the related Serviced Companion Noteholder or Holders of the Loan-Specific Certificates, as applicable, which
shall initially be entitled “Rialto Capital Advisors, LLC, as Special Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage
Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners, REO Account” and (b) with respect to the 1000 Wilshire
Mortgage Loan, the 1000 Wilshire Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the 


 






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benefit
of the Certificateholders and the RR Interest Owners, which shall initially be entitled “Trimont Real Estate Advisors, LLC,
as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest
Owners, REO Account”.


 


“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO
Extension”: As defined in Section 3.14(a).


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan), deemed
for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has
the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of an REO Loan. All amounts payable or reimbursable to the Master Servicer, the applicable Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor
Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation,
any unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with
any interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance
with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the
applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee,
as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such
REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed to
the Certificateholders or the RR Interest Owners being reduced as a result of the first proviso in the definition of “Aggregate
Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with
respect to each Serviced Whole Loan (other than with respect to the 1000 Wilshire Whole Loan, the Trust Subordinate Companion
Loan), no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion


 






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Loan,
will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances
related to Property Protection Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related
to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with
respect to an AB Subordinate Companion Loan (other than the Trust Subordinate Companion Loan), as set forth in the related Co-Lender
Agreement.


 


“REO
Property”: A Mortgaged Property acquired by the applicable Special Servicer on behalf of, and in the name of, the Trustee
or a nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Co-Lender
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) and the RR Interest Owners to the extent set forth
herein and the Trustee (as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial
interest in a Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the
name of, the applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable
Non-Serviced Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable
law in connection with the default or imminent default of a Mortgage Loan or Trust Subordinate Companion Loan. References herein
to the applicable Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling or reporting or to Appraisal
Reduction Amounts and Final Recovery Determinations with respect to an “REO Property”, shall not include the
Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO Property, to the extent
allocable to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust.


 


“REO
Revenues”: All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“Reporting
Servicer”: The Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant engaged by such parties, as the case may be.


 


“Repurchase
Communication”: For purposes of Section 2.03(b) of this Agreement only, any communication, whether oral or written,
which need not be in any specific form.


 


“Repurchase
Request”: As defined in Section 2.03(i).


 


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


 


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


 






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“Request
for Release”: A release signed by a Servicing Officer of the Master Servicer or the applicable Special Servicer, as
applicable, in the form of Exhibit E attached hereto.


 


“Requesting
Holder”: As defined in Section 2.03(j)(iii).


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


“Required
Third Party Purchaser Retention Amount”: $34,216,782 of the Certificate Balance of the HRR Certificates.


 


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


 


“Resolution
Failure”: As defined in Section 2.03(i)(iii).


 


“Resolved”:
With respect to a Repurchase Request, that (i) the related Material Defect has been cured, (ii) the related Mortgage Loan has
been repurchased in accordance with the Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related
Mortgage Loan in accordance with the Mortgage Loan Purchase Agreement, (iv) the Mortgage Loan Seller has made the Loss of Value
Payment, (v) a contractually binding agreement entered into between the Enforcing Servicer, on behalf of the Trust, and the Mortgage
Loan Seller that settles the Mortgage Loan Seller’s obligations under the Mortgage Loan Purchase Agreement, or (vi) the
related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate
Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration of
this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure proceedings or enforcement proceedings against the equity collateral pledged to secure such mezzanine
loan.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchasers, the Loan-Specific Initial Purchaser or Underwriters and any other
distributor (as such term is defined in Regulation S) of the Certificates and (b) the Closing Date.


 


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


 


“Review
Package”: A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 






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“Revised
Rate”: With respect to any ARD Loan, the increased interest rate after the Anticipated Repayment Date (in the absence
of a default) for such ARD Loan, as calculated and as set forth in the related loan agreement.


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rule.


 


“Risk
Retention Consultation Party”: Each of the Pooled Risk Retention Consultation Party and the 1000 Wilshire Risk Retention
Consultation Party, as applicable.


 


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


 


“RR
Interest Owner”: Each of the Pooled RR Interest Owner and the 1000 Wilshire Interest Owner, as applicable.


 


“RR
Interest Realized Loss”: Each of the Pooled RR Interest Realized Loss and the 1000 Wilshire RR Interest Realized Loss.


 


“RR
Interests”: Each of the Pooled RR Interest and the 1000 Wilshire RR Interest, as applicable.


 


“Rule
144A”: Rule 144A under the Act.


 


“Rule
144A Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


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


 


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


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Schedule
AL Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities
Act.


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Mortgage Loans due during


 






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


 


“Secure
Data Room”: The “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s
Website (initially “www.ctslink.com”), on the page relating to this transaction.


 


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


 


“Senior
Certificate”: Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate (other than the
Class X-D Certificates).


 


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


 


“Serviced
AB Whole Loan”: The 1000 Wilshire Whole Loan and the Aliso Creek Apartments Whole Loan are Serviced AB Whole Loans related
to the Trust.


 


“Serviced
Companion Loan”: Each of the GSK North American HQ Pari Passu Companion Loan, the FXI Portfolio Pari Passu
Companion Loan, the Quality RV Resorts Pari Passu Companion Loan, the Davenport Commons Pari Passu Companion Loan (prior to
the related Servicing Shift Securitization Date) and any AB Subordinate Companion Loan related to a Serviced AB Whole Loan,
as applicable.


 


“Serviced
Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion
Loan.


 


“Serviced
Companion Noteholder”: Each of the holders of the GSK North American HQ Pari Passu Companion Loan, the FXI Portfolio
Pari Passu Companion Loan, the


 






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Quality RV Resorts Pari Passu Companion Loan, the Davenport Commons Pari Passu Companion Loan (prior
to the related Servicing Shift Securitization Date) and any AB Subordinate Companion Loan related to a Serviced AB Whole Loan,
as applicable.


 


“Serviced
Mortgage Loan”: Each of the GSK North American HQ Mortgage Loan, the 1000 Wilshire Mortgage Loan, the Aliso Creek Apartments
Mortgage Loan, the FXI Portfolio Mortgage Loan, the Quality RV Resorts Mortgage Loan and the Davenport Commons Mortgage Loan (prior
to the related Servicing Shift Securitization Date).


 


“Serviced
Pari Passu Companion Loan”: Each of the GSK North American HQ Pari Passu Companion Loan, the FXI Portfolio Pari Passu
Companion Loan, the Quality RV Resorts Pari Passu Companion Loan and the Davenport Commons Pari Passu Companion Loan (prior to
the related Servicing Shift Securitization Date).


 


“Serviced
Pari Passu Companion Noteholder”: Each of the holders of the GSK North American HQ Pari Passu Companion Loan, the FXI
Portfolio Pari Passu Companion Loan, the Quality RV Resorts Pari Passu Companion Loan and the Davenport Commons Pari Passu Companion
Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced
Pari Passu Mortgage Loan”: Each of the GSK North American HQ Mortgage Loan, the FXI Portfolio Mortgage Loan, the Quality
RV Resorts Mortgage Loan and the Davenport Commons Mortgage Loan (prior to the related Servicing Shift Securitization Date), as
applicable.


 


“Serviced
Pari Passu Whole Loan”: Each of the GSK North American HQ Whole Loan, the FXI Portfolio Whole Loan, the Quality RV Resorts
Whole Loan and the Davenport Commons Whole Loan (prior to the related Servicing Shift Securitization Date), as applicable.


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the applicable Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”: Any REO Property that is serviced by the applicable Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Subordinate Companion Loan”: The 1000 Wilshire Subordinate Companion Loan and Aliso Creek Apartments Subordinate Companion
Loan.


 


“Serviced
Whole Loan”: Each of the GSK North American HQ Whole Loan, the 1000 Wilshire Whole Loan, the Aliso Creek Apartments
Whole Loan, the FXI Portfolio Whole Loan, the Quality RV Resorts Whole Loan and the Davenport Commons Whole Loan (prior to the
related Servicing Shift Securitization Date), as applicable.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Co-Lender
Agreement related to a Serviced Whole Loan.


 






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“Serviced
Whole Loan Custodial Account”: With respect to any Serviced Companion Loan (other than the Trust Subordinate Companion
Loan), the separate account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on
behalf of the Companion Holders, which shall be entitled “Wells Fargo Bank, National Association, as Companion Paying Agent,
for the benefit of the Companion Holders of the Companion Loans, relating to the GS Mortgage Securities Trust 2018-GS10, Commercial
Mortgage Pass-Through Certificates, Series 2018-GS10, Serviced Whole Loan Custodial Account”. The Serviced Whole Loan Custodial
Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying
Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the
Master Servicer and the Companion Paying Agent are the same entity, the Serviced Whole Loan Custodial Account may be the subaccount
referenced in the second paragraph of Section 3.04(b).


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced
Companion Loan to an Other Securitization, a date as set forth in the related Co-Lender Agreement (or if no such date is specified,
the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization,
the earlier of (A) Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination date”
set forth in the related Other Pooling and Servicing Agreement, or such earlier date as required by the related Co-Lender Agreement;
provided, however, that unless otherwise required under the related Co-Lender Agreement, no remittance is required to be made
until two (2) Business Days after receipt of properly identified funds constituting the related Periodic Payment with respect
to the related Serviced Whole Loan.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


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


 


“Servicing
Fee”: With respect to each Mortgage Loan (including the Non-Serviced Mortgage Loans), Serviced Companion Loan and any
REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), the Trust Subordinate Companion
Loan and REO Loan, a per annum rate equal to the sum of the rates set forth on the Mortgage Loan Schedule under the headings
“Servicing Fee Rate (%)” and “Subservicing Fee Rate (%)”, in each case computed on the basis of the Stated
Principal Balance of the related Mortgage Loan, the Trust Subordinate Companion Loan or REO Loan in the same manner in which interest
is calculated in respect of such loans. With respect to the Aliso Creek Apartments Subordinate Companion Loan, the “Servicing
Fee


 






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Rate” shall be a per annum rate equal to 0.0000%. With respect to the Trust Subordinate Companion Loan, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.0050%. With respect to the GSK North American HQ Pari Passu Companion Loan,
the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the FXI Portfolio Pari Passu
Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the Quality RV
Resorts Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect
to the Davenport Commons Pari Passu Companion Loans prior to the related Servicing Shift Securitization Date, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.0025%.


 


“Servicing
File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to
the extent such items were actually delivered to the Mortgage Loan Seller, with respect to a Mortgage Loan and Trust Subordinate
Companion Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference
to Servicing File relates to any period after the Closing Date) delivered by the Mortgage Loan Seller, to the Master Servicer:
(i) a copy of any engineering reports or property condition reports; (ii) other than with respect to a hospitality property (except
with respect to tenanted commercial space within a hospitality property), copies of a rent roll and, for any office, retail, industrial
or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the Mortgage
Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client
communications between the Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other
due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies
or other applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy
of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor,
which documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage
Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental
reports that were received by the Mortgage Loan Seller, relating to the relevant Mortgaged Property.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities
that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably
determines that a Master Servicer or the applicable Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicers or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen


 






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signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicers or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Retained Fee Rate”: An amount equal to 0.0025% per annum with respect to each Mortgage Loan.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced Pooling Agreement pursuant to the terms of
the related Co-Lender Agreement for such Servicing Shift Whole Loan. As of the Closing Date, the Davenport Commons Pari Passu
Note A-1 will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
Pooling Agreement) with notice in accordance with the terms of the related Co-Lender Agreement that such Servicing Shift Lead
Note is to be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced
Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee. The
respective date on which the Davenport Commons Pari Passu Note A-1 is included in a securitization trust is a Servicing Shift
Securitization Date related to the Trust (subject to the proviso in the immediately preceding sentence).


 


“Servicing
Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and
servicing agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the
date of such securitization. As of the Closing Date, the Davenport Commons Mortgage Loan will be a Servicing Shift Mortgage Loan
related to the Trust.


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but
the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization
of the related Servicing Shift Lead Note on and after the date of such securitization. As of the Closing Date, the Davenport Commons
Whole Loan will be a Servicing Shift Whole Loan related to the Trust.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 






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“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan,
the occurrence of any of the following events:


 


(i)       (A)
with respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (1) a payment default shall have
occurred at its original Maturity Date, or (2) if the original Maturity Date of such Mortgage Loan or Serviced Companion Loan
has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or (B) with respect
to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related
Mortgagor has not provided the Master Servicer or the applicable Special Servicer (and the party receiving such document shall
promptly forward a copy of such document to the Master Servicer or the applicable Special Servicer, as applicable), within sixty
(60) days after the related Maturity Date, with a written and fully executed (subject only to customary final closing conditions)
commitment, letter of intent or otherwise binding application for refinancing or similar document that is in each case, binding
upon an acceptable lender or signed purchase agreement reasonably satisfactory in form and substance to applicable Special Servicer
(and the party receiving such document shall promptly forward a copy of such document to the Master Servicer or the applicable
Special Servicer, as applicable), which provides that such refinancing or purchase will occur within one hundred-twenty (120)
days of such related Maturity Date, provided that the Mortgage Loan and any related Serviced Companion Loan, will become
a Specially Serviced Mortgage Loan immediately if the related Mortgagor fails to diligently pursue such financing or purchase
or to pay any Assumed Scheduled Payment on the related Due Date (subject to any applicable Grace Period) at any time before the
refinancing or purchase or, if such refinancing or purchase does not occur, the related Mortgage Loan and any related Serviced
Companion Loan, will become a Specially Serviced Mortgage Loan at the end of such 120-day period (or for such shorter period beyond
the date on which that Balloon Payment was due within which the refinancing or purchase is scheduled to occur pursuant to the
commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement terminates);
or


 


(ii)       the
Master Servicer or the applicable Special Servicer (and, in the case of the applicable Special Servicer, with respect to any Mortgage
Loan other than an applicable Excluded Loan and unless a Control Termination Event has occurred and is continuing, with the consent
of the Directing Holder), as applicable, makes a judgment that a payment default is imminent or reasonably foreseeable and is
not likely to be cured by the related Mortgagor within thirty (30) days; or


 


(iii)       the
Master Servicer or the applicable Special Servicer (and, in the case of the applicable Special Servicer, with respect to any Mortgage
Loan other than an applicable Excluded Loan and unless a Control Termination Event has occurred and is continuing, with the consent
of the Directing Holder), as


 






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applicable, determines that (i) a default (other than as described in clause (ii) above) under
a Mortgage Loan or related Serviced Companion Loan is imminent or reasonably foreseeable, (ii) such default will materially impair
the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Serviced Companion Loan (if any)
or otherwise materially adversely affect the interests of Certificateholders and the RR Interest Owners (and, with respect to
any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account
the subordinate or pari passu nature of any Serviced Companion Loans), and (iii) the default will continue unremedied for
the applicable cure period under the terms of the Mortgage Loan or related Serviced Companion Loan, as applicable, or, if no cure
period is specified and the default is capable of being cured, for thirty (30) days (provided that such 30-day grace period
does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of
the Mortgage Loan or related Serviced Companion Loan, as applicable; provided that, any determination that a Servicing
Transfer Event has occurred under this clause (iii) with respect to any Mortgage Loan or related Serviced Companion Loan
solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance
coverage against damages or losses arising from acts of terrorism may only be made by the applicable Special Servicer (and with
respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence and continuance of any Control Termination
Event, with the consent of the Directing Holder)); or


 


(iv)       any
Periodic Payment is more than sixty (60) days delinquent; or


 


(v)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor and such decree or order shall have remained in force
and it has not been stayed or discharged or dismissed within 60 days (or a shorter period if the Master Servicer or the applicable
Special Servicer (and, in the case of the applicable Special Servicer, with the consent of the Controlling Class Representative,
unless a Control Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the
circumstances warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Loan) be transferred to special servicing);
or


 


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


 






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(vii)       the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or


 


(viii)       a
default of which the Master Servicer or the applicable Special Servicer, as applicable, has notice (other than a failure by such
Mortgagor to pay principal or interest) and which the Master Servicer or the applicable Special Servicer (in the case of the applicable
Special Servicer, with respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence and continuance
of any Control Termination Event, with the consent of the Directing Holder) determines in its good faith reasonable judgment may
materially and adversely affect the interests of the Certificateholders and the RR Interest Owners (and, with respect to any Serviced
Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate
or pari passu nature of any Serviced Companion Loans), if applicable, has occurred and remained unremedied for the applicable
Grace Period specified in the related Mortgage Loan or related Serviced Companion Loan documents, other than the failure to maintain
terrorism insurance if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those
defaults which are capable of cure, thirty (30) days); or


 


(ix)       the
Master Servicer or applicable Special Servicer has received notice of the commencement of foreclosure or foreclosure or proposed
foreclosure or similar proceedings of any lien other than the Mortgage on the related Mortgaged Property;


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Mortgage
Loan shall be a Specially Serviced Mortgage Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced
Mortgage Loan. If any Serviced Companion Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Mortgage Loan shall
also become a Specially Serviced Mortgage Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the
related Serviced Companion Loan shall also become a Specially Serviced Mortgage Loan. With respect to a Non-Serviced Mortgage
Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced Pooling Agreement.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
related Mortgage Loan documents. The Depositor, the Master Servicer and the Certificate Administrator acknowledge that in the
event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced


 






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Companion Loan, the date
on which quarterly financial statements are required to be delivered to the related lender under the related Mortgage Loan documents
is, with respect to net operating income information, for (A) the GSK North American HQ Pari Passu Companion Loan, 45 days following
the end of each fiscal quarter, (B) the FXI Portfolio Pari Passu Companion Loan, 60 days following the end of each fiscal quarter,
and (C) the Quality RV Resorts Pari Passu Companion Loan, 45 days following the end of each fiscal quarter, in each case, subject
to the terms of the related loan agreement; provided that, as provided under the related loan agreement, the Master Servicer
shall request the related Mortgagor to provide such information in a timely manner as may be required to meet all filing requirements
under Regulation AB.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


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


 


“Sole
Owner”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of
a Definitive Certificate holding 100% of the then outstanding Class G-RR, Class H-RR, Class WLS-A, Class WLS-B, Class WLS-C, Class
WLS-D and Class WLS-E Certificates and the RR Interest Owners; provided, however, that the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates have been
retired and the Notional Amounts of the Class X-A, Class X-B, Class X-D Certificates have been reduced to zero.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: Wish respect to (i) each of the Mortgage Loans (other than the 1000 Wilshire Mortgage Loan) and the Serviced
Companion Loans (other than the Trust Subordinate Companion Loan), the General Special Servicer, (ii) the 1000 Wilshire Mortgage
Loan, the Trust Subordinate Companion Loan, any REO Property acquired by the Trust with respect to the 1000 Wilshire Mortgage
Loan and any matters relating to the foregoing, the 1000 Wilshire Special Servicer and (iii) any Excluded Special Servicer Loan,
if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and
as the context may require.


 


“Special
Servicer Decision”: Collectively:


 


(a)       approving
leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other
similar agreements for leases in excess of the lesser of 30,000 square feet and 30% of the net rentable area of the related Mortgaged
Property, so long as it is considered a “major lease” or otherwise reviewable by the lender under the related Mortgage
Loan documents;


 


(b)       approving
any waiver regarding the receipt of financial statements (other than immaterial timing waivers);


 


(c)       approving
annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments to Affiliates
of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the


 






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origination of the related Mortgage
Loan (excluding any Non-Serviced Mortgage Loans) or Serviced Whole Loan);


 


(d)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced
Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i)
a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating to transfers
of interests in the Mortgagor the existing collateral or material modifications of the existing collateral), (ii) a modification
of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral other
than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would permit
a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal prepayment;
provided that the foregoing is not otherwise a Major Decision;


 


(e)       any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced
Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans or Serviced Whole Loans which are non-Specially
Serviced Mortgage Loans, any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction
of performance-related criteria or lender discretion is not required or permitted pursuant to the terms of the related loan documents,
for the avoidance of doubt, other than as set forth in clause (f) below, any request with respect to a Mortgage Loan or
Serviced Whole Loan that is a non-Specially Serviced Mortgage Loan for the funding or disbursement of ordinary course impounds,
repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved
lease, each in accordance with the loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer
and applicable Special Servicer, will not constitute a Special Servicer Decision;


 


(f)       any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in the case of
certain Mortgage Loans or Serviced Whole Loans whose escrows, reserves, holdbacks and related letters of credit exceed, in the
aggregate (but excluding tax and insurance escrows), at the related origination date, 10% of the initial principal balance of
such Mortgage Loan or Serviced Whole Loan (which Mortgage Loans or Serviced Whole Loans are identified on Schedule 3 to this Agreement),
except for the routine funding of tax payments and insurance premiums when due and payable (provided the Mortgage Loan is not
a Specially Serviced Mortgage Loan);


 


(g)       in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage Loan documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional
debt in accordance with the terms of the related Mortgage Loan documents;


 






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(h)       in
circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage
Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan; provided
that, in any case, Special Servicer Decisions will not include (i) the release, substitution or addition of collateral securing
any Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such collateral;
or (ii) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material
portion of the Mortgaged Property; provided that such release or substitution or addition of collateral is not a Major Decision;


 


(i)       agreeing
to any modification or amendment to any ground lease or any subordination, non-disturbance and attornment agreement relating to
any ground lease or any entry into a new ground lease with respect to a Mortgaged Property or determining whether to cure any
default by a Mortgagor under a ground lease; and


 


(j)       approving
easements or rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to
make payments with respect to the related Mortgage Loan or Serviced Whole Loan;


 


provided,
however, with respect to clause (d) of this definition (1) the Master Servicer shall evaluate and process requests
for any modifications described in sub-clauses (i) and (ii) of such clause (d) and obtain the consent or deemed consent
of the applicable Special Servicer as provided in this Agreement and (2) the applicable Special Servicer shall evaluate and process
and/or consent to requests for any modifications described in subclause (iii) of such clause (d).


 


Notwithstanding
the foregoing, the Master Servicer and the applicable Special Servicer may mutually agree as provided in this Agreement that the
Master Servicer shall process any of the foregoing matters with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that is a Non-Specially Serviced Mortgage Loan. If the Master Servicer and the applicable Special
Servicer mutually agree that the Master Servicer shall process a Special Servicer Decision with respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a Non-Specially Serviced Mortgage Loan, the Master Servicer
shall obtain the applicable Special Servicer’s prior consent (or deemed consent) to such Special Servicer Decision.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage
Loan), the fee payable to the applicable Special Servicer pursuant to Section 3.11(b).


 


“Special
Servicing Fee Rate”: With respect to any Specially Serviced Mortgage Loan or REO Property, a rate equal to (a) 0.25%
per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially
Serviced Mortgage Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that
would be less than (i) $3,500 or (ii) with respect to any Specially Serviced Loan with respect to which a Risk Retention Consultation
Party is entitled to consult with the special


 






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servicer during the occurrence and continuance of a Consultation Termination Event,
$5,000, in each case in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Mortgage
Loan or REO Property shall be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 or $5,000,
as applicable, for such month with respect to such Specially Serviced Mortgage Loan or REO Property.


 


“Specially
Serviced Mortgage Loan”: As defined in Section 3.01(a).


 


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


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


“Stated
Principal Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination,
an amount equal to (x) the Cut-off Date Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan (or in the
case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan (or Trust Subordinate Companion
Loan) after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received) minus (y) the sum of:


 


(i)       the
principal portion of each Periodic Payment due on such Mortgage Loan or Trust Subordinate Companion Loan after the Cut-off Date
(or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution), to the extent received
from the Mortgagor or advanced by the Master Servicer;


 


(ii)       all
Principal Prepayments received with respect to such Mortgage Loan or Trust Subordinate Companion Loan after the Cut-off Date (or
in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution);


 


(iii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan Trust
or Subordinate Companion Loan) and Liquidation Proceeds received with respect to such Mortgage Loan or Trust Subordinate Companion
Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution);
and


 


(iv)       any
reduction in the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan resulting from a Deficient
Valuation or a modification of such Mortgage Loan or Trust Subordinate Companion Loan pursuant to the terms and provisions of
this Agreement that occurred prior to the end of the Collection Period for the most recent Distribution Date.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination,
an amount equal to (x) the Stated


 






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Principal Balance of the predecessor Mortgage Loan or Trust Subordinate Companion Loan as of
the date of the related REO Acquisition, minus (y) the sum of:


 


(i)       the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan
or Trust Subordinate Companion Loan, as applicable), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A
Mortgage Loan, Trust Subordinate Companion Loan or an REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion
Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date
on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect thereof are to be
(or, if no such payments or other proceeds are received in connection with such Liquidation Event, would have been) distributed
to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Co-Lender
Agreement.


 


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


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR Certificate.


 


“Subordinate
Companion Holder”: The holder of any of the AB Subordinate Companion Loan.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, a Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, a


 






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Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the applicable Special Servicer, as the case may be,
and any Sub-Servicer relating to servicing and administration of Mortgage Loans and the Trust Subordinate Companion Loan as provided
in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the
excess, if any, of the Purchase Price of the Mortgage Loan or Trust Subordinate Companion Loan, being replaced calculated as of
the date of substitution over the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application
of all scheduled payments of principal and interest due during or prior to the month of substitution. In the event that one or
more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed
Mortgage Loans or Trust Subordinate Companion Loan, as applicable, the Substitution Shortfall Amount shall be determined as provided
in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) or Trust Subordinate Companion
Loan, as applicable, being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Supplemental
Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto
as Exhibit H, which list sets forth the following information with respect to each Mortgage Loan:


 


(i)        the
Mortgagor’s name;


 


(ii)       property
type;


 


(iii)      the
original balance;


 


(iv)      the
origination date;


 


(v)       the
original and remaining amortization term;


 


(vi)      whether
such Mortgage Loan has a guarantor;


 


(vii)     whether
such Mortgage Loan is secured by a letter of credit;


 


(viii)    the
original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;


 


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


 


(x)       whether
such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies;


 






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(xi)       whether
an operation and maintenance plan exists and, if so, what repairs are required;


 


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


 


(xiii)     the
number of units, pads, rooms or square feet of the Mortgaged Property;


 


(xiv)     the
amount of the monthly payment due on the first Due Date following the Closing Date;


 


(xv)      the
interest accrual basis;


 


(xvi)     Administrative
Cost Rate;


 


(xvii)    whether
the Mortgage Loan is secured by a Ground Lease without the Overlapping Fee Interest;


 


(xviii)   whether
the Mortgage Loan is secured by a Ground Lease and the Overlapping Fee Interest;


 


(xix)      whether
the related Mortgage Loan is a defeasance loan; and


 


(xx)       whether
such Mortgage Loan is part of any Serviced Whole Loan, in which case the information required by clauses (xiv) and (xv)
above shall also be set forth for the Companion Loan in such Serviced Whole Loan; provided that, if there are no Serviced
Whole Loans, the information in this clause will not be required to be included on the Supplemental Servicer Schedule.


 


Such
list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Surviving
Entity”: As defined in Section 6.03(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable,
or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or the RR Interest Owners or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax
Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 






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“Third
Party Purchaser”: RREF III-D AIV RR, LLC, or any Person that purchases the Certificates comprising the Required Third
Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.


 


“Third
Party Purchaser Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be
established at the direction of the Sponsor for the benefit of the Holders of the HRR Certificates.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Servicing Retained Fee
Rate, which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


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


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “GS Mortgage Securities Trust 2018-GS10”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
and Trust Subordinate Companion Loan as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage
Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced
Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to
the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing
a Non-Serviced Whole Loan acquired under the related Non-Serviced Pooling Agreement; (iv) all revenues received in respect of
any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the applicable Special
Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect
to the Mortgage Loans and the Trust Subordinate Companion Loan required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans and Trust Subordinate Companion Loan (to the extent of the Trust’s
interest


 






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therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of
the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution
Account, the Trust Subordinate Companion Loan REMIC Distribution Account, the Interest Reserve Account, the Pooled Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Pooled Gain-on-Sale Reserve Account), the Pooled RR Interest
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Pooled RR Interest Gain-on-Sale Reserve Account),
the 1000 Wilshire Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such 1000 Wilshire Gain-on-Sale
Reserve Account), the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such
1000 Wilshire RR Interest Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such
REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of
the Trust’s interest therein); (x) the rights and remedies of the Depositor under the Mortgage Loan Purchase Agreement (to
the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate Companion Loan REMIC
Regular Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts,
cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


“Trust
REMIC”: As defined in the Preliminary Statement.


 


“Trust
Subordinate Companion Loan”: With respect to the 1000 Wilshire Whole Loan, the Companion Loan evidenced by the promissory
note B-1 made by the related Mortgagor and secured by the Mortgage on the 1000 Wilshire Mortgaged Property, which is included
in the Trust and which is subordinate in right of payment to the 1000 Wilshire Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the 1000 Wilshire Co-Lender Agreement.


 


“Trust
Subordinate Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, which consist
of the Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect thereto,
the related portions of the REO Account, and the Trust Subordinate Companion Loan REMIC Distribution Account.


 


“Trust
Subordinate Companion Loan REMIC Distribution Account”: With respect to the Trust Subordinate Companion Loan, the segregated
trust account or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on behalf
of the Trustee) pursuant to Section 3.04(h) of this Agreement, which shall be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered holders of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10,
and the 1000 Wilshire RR Interest Owner, Trust Subordinate Companion Loan REMIC Distribution Account,” and which must be
an Eligible Account or a subaccount of an Eligible Account.


 






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“Trust
Subordinate Companion Loan REMIC Distribution Amount”: As defined in Section 4.01(c).


 


“Trust
Subordinate Companion Loan REMIC Regular Interests”: Any of the Class LWLSA, Class LWLSB, Class LWLSC, Class LWLSD and
Class LWLSE Uncertificated Interests and the LWLSRI Uncertificated Interest, as applicable.


 


“Trustee”:
Wilmington Trust, National Association, in its capacity as trustee, and its-successors-in-interest, or any successor trustee appointed
as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator/Trustee Fee. No portion of the Trustee Fee shall be calculated by reference
to any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“Two
Democracy Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of March 29, 2018, by and between the holder
of the Two Democracy Pari Passu Companion Loan and the holder of the Two Democracy Mortgage Loan, relating to the relative rights
of such holders of the Two Democracy Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Two
Democracy Mortgage Loan”: With respect to the Two Democracy Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 24 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari
passu in right of payment with the Two Democracy Pari Passu Companion Loan to the extent set forth in the related Co-Lender
Agreement.


 


“Two
Democracy Mortgaged Property”: The Mortgaged Property which secures the Two Democracy Whole Loan.


 


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


 


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


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 






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“Underwriters”:
Goldman Sachs & Co. LLC and Academy Securities, Inc.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section
3.07.


 


“United
States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


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


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo 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 Securities Trust
2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, Upper-Tier REMIC Distribution Account”. Any
such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Industrial Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of March 29, 2018, by and between
the holder of the U.S. Industrial Portfolio Pari Passu Companion Loan and the holder of the U.S. Industrial Portfolio Mortgage


 






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Loan, relating to the relative rights of such holders of the U.S. Industrial Portfolio Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


“U.S.
Industrial Portfolio Mortgage Loan”: With respect to the U.S. Industrial Portfolio Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is designated as promissory
note A-2, and is pari passu in right of payment with the U.S. Industrial Portfolio Pari Passu Companion Loan to the extent
set forth in the related Co-Lender Agreement.


 


“U.S.
Industrial Portfolio Mortgaged Property”: The Mortgaged Property which secures the U.S. Industrial Portfolio Whole Loan.


 


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


 


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


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination), and (ii) in the case of any Principal Balance Certificates, a percentage equal to the product of 99%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant
to Section 3.26(i), taking into account any notional reduction in the Certificate Balance


 






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for Appraisal Reduction Amounts
allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution
Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in
connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section
7.01(d) or the Operating Advisor pursuant to Section 3.26(i), taking into account any notional reduction in the Certificate
Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal
Balance Certificates, each determined as of the Distribution Date immediately preceding such time. The Class R Certificates and
the Class S Certificates will not be entitled to any Voting Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average
of the Net Mortgage Rates in effect for the Mortgage Loans (including any Non-Serviced Mortgage Loan) and REO Loan (other than
the portion of the REO Loan related to any Companion Loan) as of their respective Due Dates in the month preceding the month in
which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following
the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


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


 


“Whole
Loan”: Any of the GSK North American HQ Whole Loan, the 1000 Wilshire Whole Loan, the Aliso Creek Apartments Whole Loan,
the FXI Portfolio Whole Loan, the U.S. Industrial Portfolio Whole Loan, the Quality RV Resorts Whole Loan, the Marina Heights
State Farm Whole Loan, the Davenport Commons Whole Loan and the Two Democracy Whole Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, the amount of any Advances
made with respect to such Mortgage Loan or Trust Subordinate Companion Loan on or before the date such Mortgage Loan or Trust
Subordinate Companion Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then constitute)
a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance
(and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any,
on which Mortgage Loan or Trust Subordinate Companion Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any


 






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Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section
3.11(c).


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% with respect to any Corrected Loan, and (b) such lower rate as would
result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default Interest)
on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, from the date such Mortgage
Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then-related maturity date (or
if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment
of principal and interest (other than Default Interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from
the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related
maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000
when applied to each expected payment of principal and interest (other than Default Interest) on the related Mortgage Loan (or
Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected
Loan through and including the then related maturity date); provided that no Workout Fee will be payable by the issuing
entity with respect to any Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Mortgage Loan
under clause (ii) or clause (iii) of the definition of “Servicing Transfer Event” (and no other clause
of that definition) and no event of default actually occurs, unless the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan is modified by the special servicer in accordance with the terms of the Pooling and Servicing Agreement;
provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan
only because of an event described in clause (i) of the definition of “Servicing Transfer Event” as a result
of a payment default at maturity and the related collection of interest and principal is received within 90 days following the
related maturity date in connection with the full and final pay-off or refinancing of the related Mortgage Loan or Serviced Whole
Loan, the special servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the
related borrower in connection with such workout. The Workout Fee with respect to any Specially Serviced Mortgage Loan that becomes
a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect to
such Mortgage Loan or Serviced Whole Loan as described in the definition of “Excess Modification Fees”, but only to
the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or REO Loan, the yield maintenance charge or prepayment premium
set forth in the related Mortgage Loan documents; provided that no amounts shall be considered Yield Maintenance Charges
until there has been a full recovery of all principal, interest and other amounts then due under such Mortgage Loan or REO Loan.


 






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“YM
Group”: YM Group A or YM Group B, as applicable.


 


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


 


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


 


Section
1.02 Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to
the Certificates and the RR Interests and the rights and obligations of the parties hereto, the following provisions shall
apply:


 


(i)       All
calculations of interest (other than as provided in the related Mortgage Loan documents or with respect to the Loan-Specific Certificates)
provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)       Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the applicable Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates
and the RR Interests, Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable,
are deemed to be received on the date they are applied in accordance with the Servicing Standard consistent with the terms of
the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan or Trust Subordinate
Companion Loan, as applicable, on which interest accrues.


 


(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates or the RR Interest Balances of the RR Interests
on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates or the
RR Interest Balances on such Distribution Date after giving effect to (a) any distributions made on such Distribution Date pursuant
to Section 4.01(a) and (b) and (c), (b) any Pooled Realized Losses allocated to such Class of Principal Balance
Certificates (other than the Loan-Specific Certificates), any 1000 Wilshire Realized Losses allocated to the Loan-Specific Certificates,
any Pooled RR Interest Realized Losses allocated to the Pooled RR Interest or any 1000 Wilshire RR Interest Realized Losses allocated
to the 1000 Wilshire RR Interest, as applicable, on that Distribution Date pursuant to Section 4.04, and (c) any recoveries
on the related Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, of Nonrecoverable Advances (plus interest
thereon) that were previously reimbursed from principal collections on the related Mortgage Loans or Trust Subordinate Companion
Loan, as applicable, that resulted in a reduction of the Pooled Certificate Principal Distribution Amount or the Pooled RR Interest
Principal Distribution Amount or the 1000 Wilshire Certificate Principal Distribution Amount or the 1000 Wilshire RR Interest
Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates and the RR Interests,
and added to the Certificate Balance or the RR Interest Balance, as applicable, pursuant to Section 4.04(a).


 


(iv)       All
net present value calculations and determinations made with respect to a Mortgage Loan, Trust Subordinate Companion Loan, Mortgaged
Property or REO


 






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Property (including for purposes of the definition of “Servicing Standard”) shall be made in
accordance with the Mortgage Loan documents or, in the event the Mortgage Loan documents are silent, using a discount rate (a)
for principal and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Mortgage
Loan or Trust Subordinate Companion Loan, as applicable, by the applicable Special Servicer, the highest of (x) the rate determined
by the Master Servicer or the applicable Special Servicer, as applicable, that approximates the market rate that would be obtainable
by the Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the
applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal balance and (z) the yield
on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including property cash flow, the
“discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.


 


(v)       Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Co-Lender
Agreement or, if no application is specified in the related Co-Lender Agreement, then, to the extent such Co-Lender Agreement
refers to this Agreement for the application of trust expenses or such Co-Lender Agreement does not prohibit the following application
of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to the Trust
and Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal Balances of the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first,
to the related AB Subordinate Companion Loan and then, to the Trust.


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF RR INTEREST


 


Section
2.01 Conveyance of Mortgage Loans and Trust Subordinate Companion Loan. (a) The Depositor, concurrently with the
execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2018-GS10,
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
and the RR Interest Owners all the right, title and interest of the Depositor, including any security interest therein for
the benefit of the Depositor, in, to and under (i) the Mortgage Loans and the Trust Subordinate Companion Loan identified on
the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and
6(i)) and, to the extent related to the foregoing, 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage Loan Purchase
Agreement, (iii) the Co-Lender Agreements, 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 and the RR Interest Owners. Such assignment
includes all interest and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate
Companion Loan (in each case, other than payments of


 






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principal, interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan on or
before the Cut-Off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and
conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the
Mortgage Loans, the Trust Subordinate Companion Loan and the related rights and property accomplished hereby is absolute and is
intended by the parties to constitute a sale.


 


(b)       In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit with the Custodian (on behalf
of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan and Trust Subordinate Companion Loan,
with copies to be delivered, together with any other documents and records that would otherwise be a part of the Servicing File,
within five (5) Business Days after the Closing Date, to the Master Servicer (other than with respect to the Non-Serviced Mortgage
Loans) and the applicable Special Servicer; provided, however, that copies of any document in the Mortgage File
that also constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than with respect to the
Non-Serviced Mortgage Loans) on or before the Closing Date. None of the Certificate Administrator, the Trustee, the Custodian,
the Master Servicer or the applicable Special Servicer shall be liable for any failure by the Mortgage Loan Seller or the Depositor
to comply with the document delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding
anything herein to the contrary, with respect to letters of credit (exclusive of those relating to Non-Serviced Mortgage Loans),
the Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such
original has been submitted by the Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter
of credit changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of the Certificateholders,
the RR Interest Owners and, if applicable, the related Serviced Companion Noteholder, that may be required in order for the Master
Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, the RR Interest
Owners and, if applicable, the related Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of
the related Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable) and the Mortgage Loan Seller
shall be deemed to have satisfied any delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate
of the Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s Certificate
from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b). If a letter
of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of
credit on behalf of the Trustee for the benefit of the Certificateholders, the RR Interest Owners and, if applicable, the related
Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents,
the Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment
documents if the Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing)
to the Master Servicer within 90 days of the Closing Date. The Mortgage Loan Seller shall pay any costs of assignment or amendment
of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee
for


 






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the benefit of the Certificateholders, the RR Interest Owners and, if applicable, the related Serviced Companion Noteholder,
and shall cooperate with the reasonable requests of the Master Servicer or the applicable Special Servicer, as applicable, in
connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended
in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders, the RR
Interest Owners and, if applicable, the related Serviced Companion Noteholder.


 


After
the Depositor’s transfer of the Mortgage Loans and the Trust Subordinate Companion Loan to the Trustee pursuant to this
Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage
Loans.


 


With
respect to any Mortgage Loan or Trust Subordinate Companion Loan secured by a Mortgaged Property that is subject to a franchise
agreement with a related comfort letter in favor of the Mortgage Loan Seller that requires notice to or request of the related
franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders and the RR
Interest Owners 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 and the RR Interest Owners, the Mortgage
Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required by the applicable comfort
letter), provide any such required notice or make any such required request to the related franchisor for the transfer or assignment
of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement as may be contemplated
under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include such document in
the related Mortgage File), the Master Servicer and the applicable Special Servicer, and the Master Servicer shall use reasonable
efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any
such new document or acknowledgement as may be contemplated under the existing comfort letter) and the Master Servicer shall,
as soon as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document
or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.


 


(c)       The
Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement
that, except with respect to any Non-Serviced Mortgage Loan, it shall cause M&O to record and file at the 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 (14) of the definition of “Mortgage File”. This subsection (c) shall
not apply to any Non-Serviced Mortgage Loan because the documents referred to herein have been assigned to an Other Trustee.


 


The
Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement
as to each Mortgage Loan and Trust Subordinate Companion Loan (exclusive of the Non-Serviced Mortgage Loans), that if it cannot


 






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deliver or cause to be delivered the documents and/or instruments referred to in clauses (2), (3), (6) (if
recorded) and (14) of the definition of “Mortgage File” solely because of a delay caused by the public recording
or filing office where such document or instrument has been delivered for recordation or filing, as applicable, a copy of the
original certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording,
shall be forwarded to the Custodian. Each assignment referred to in the prior paragraph that is recorded and the file copy of
each UCC-3 assignment referred to in the previous paragraph shall reflect that it should be returned by the public recording or
filing office to the Custodian or its agent following recording (or, alternatively, to the Mortgage Loan Seller or its designee,
in which case the Mortgage Loan Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly
following receipt); provided that, in those instances where the public recording office retains the original assignment
of Mortgage or Assignment of Assignment of Leases, the Mortgage Loan Seller shall obtain therefrom and deliver to the Custodian
a certified copy of the recorded original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Custodian shall
forward to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


 


If
the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled,
as the case may be, because of a defect therein, then the Custodian shall forward the same to the Mortgage Loan Seller (pursuant
to the Mortgage Loan Purchase Agreement) and the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute
therefor or to cure such defect, as the case may be, and the Mortgage Loan Seller shall record or file, or cause M&O to record
or file, or with respect to any assignments the Custodian has agreed to file as described above, to deliver to the Custodian the
substitute or corrected document. The Custodian shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded
or filed, as appropriate.


 


(d)       In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered
and deposited) with the Master Servicer within five (5) Business Days after the Closing Date, (i) a copy of the Mortgage File,
(ii) all documents and records not otherwise required to be contained in the Mortgage File that (A) relate to the origination
and/or servicing and administration of the Mortgage Loans (other than the Non-Serviced Mortgage Loan) or the related Serviced
Companion Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including
any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of
the Certificates) and the Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage
Loans and the Serviced Companion Loans or holders of interests therein and (C) are in the possession or under the control of the
Mortgage Loan Seller, and (iii) all unapplied Escrow Payments and reserve funds in the possession or under the control of the
Mortgage Loan Seller that relate to the Mortgage Loans or any related Serviced Companion Loans, together with a statement indicating
which Escrow Payments and reserve funds are allocable to each Mortgage Loan or to the Serviced Companion Loans, provided
that copies of any document in the Mortgage File and any other document, record or item referred to above in this sentence that
constitutes a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date; provided,
further, that the Mortgage Loan Seller shall


 






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not be required to deliver any draft documents, privileged or other communications,
credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations. In addition,
attached as Exhibit H to this Agreement is the Supplemental Servicer Schedule. The Master Servicer shall hold all such
documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders and the RR Interest Owners
(and, insofar as they also relate to the Serviced Companion Loan, on behalf of and for the benefit of the applicable Companion
Holder).


 


(e)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby
represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully
executed original counterpart of the Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification,
on the Closing Date.


 


(f)       The
Custodian with respect to the Serviced Whole Loans, shall also hold the related Mortgage File for the use and benefit of the Companion
Holders.


 


(g)       The
parties to this Agreement acknowledge and agree, with respect to each Mortgage Loan that is part of a Serviced Whole Loan and
each Non-Serviced Mortgage Loan, that the Trust assumes the obligations and rights of the holder of such Mortgage Loan under the
respective Co-Lender Agreement and any applicable Other Pooling and Servicing Agreement.


 


(h)       It
is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)       The
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, the Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each Mortgage Loan to the Depositor by uploading such Diligence Files
(including, if applicable, any additional documents that the Mortgage Loan Seller believes should be included to enable the Asset
Representations Reviewer to perform an Asset Review on such Mortgage Loan or Trust Subordinate Companion Loan; provided
that such documents are clearly labeled and identified) to the Intralinks Site each such Diligence File being organized and categorized
in accordance with the electronic file structure reasonably requested by the Depositor. Promptly upon completion of such delivery
of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the Mortgage Loan Seller shall provide
to each of the Depositor, the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian,
the Directing Holder, the Asset Representations Reviewer and the Operating Advisor, to the addresses provided herein, an officer’s
certificate signed by the Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Intralinks
Site constitute all documents required under the definition of “Diligence File” (the “Diligence File Certification”)
and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably requested by
the Depositor.


 


(j)       Within
three (3) Business Days of the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format,
Initial Schedule AL


 






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Additional File in EDGAR-Compatible Format and the Annex A-1 to the Prospectus in EDGAR-Compatible Format
to the Master Servicer at ssreports@wellsfargo.com.


 


(k)       Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with a Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related
Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related
Non-Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a
Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations
shall be effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization
Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier
of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced
Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced
Mortgage Loan prior to such Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with
the terms of this Section 2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling the
related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in
writing, via a Request for Release, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals
of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s)
evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b)
if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies
of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced
Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph,
the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related Other Trustee
or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or
Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer
to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow
Payments, reserve funds and items specified in clauses (9), (12) (14) and (18) of the definition of “Mortgage
File” for such Servicing Shift Whole Loan to the related Other Servicer.


 


Section
2.02 Acceptance by Trustee. (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts
receipt, directly or through the Custodian on its behalf, of (i) the Mortgage Loans and the Trust Subordinate Companion Loan
and all documents delivered to it that constitute portions of the related Mortgage Files (to the extent such documents
constituting the Mortgage Files are actually delivered to the Trustee or Custodian) 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


 






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hold the Mortgage Loans and the Trust Subordinate Companion Loan and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present
and future Certificateholders and the RR Interest Owners and, if applicable, the Companion Holders pursuant to Section 2.01(f).
With respect to each Serviced Whole Loan, the Custodian shall also hold the portion of such Mortgage File that relates to the
Companion Loan in such Serviced Whole Loan in trust for the use and benefit of the related Companion Holder. In connection with
the foregoing, the Custodian hereby certifies to each of the other parties hereto, the Mortgage Loan Seller, each Underwriter
and each Initial Purchaser that, as to each Mortgage Loan and Trust Subordinate Companion Loan, (i) all documents specified in
clause (1) of the definition of “Mortgage File” are in its possession or the possession of the Custodian on
its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Note) received
by it or the Custodian with respect to such Mortgage Loan has been reviewed by it or by the Custodian on its behalf and (A) appears
regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan or Trust Subordinate Companion
Loan.


 


(b)       On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th
day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date,
(ii) the day on which all material exceptions have been removed and (iii) the day on which the Mortgage Loan Seller has repurchased
or substituted for the last affected Mortgage Loan or Trust Subordinate Companion Loan), the Custodian shall review the documents
delivered to it with respect to each Mortgage Loan and Trust Subordinate Companion Loan, and the Custodian shall, subject to Sections
2.01(c), 2.02(c) and 2.02(d) of this Agreement and the terms of the Mortgage Loan Purchase Agreement, certify
in writing (substantially in the form of Exhibit Q to this Agreement) to each of the other parties hereto, the Mortgage
Loan Seller, each Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced Whole Loan, to the related
Companion Holder) that, as to each Mortgage Loan and Trust Subordinate Companion Loan then subject to this Agreement (except as
specifically identified in any exception report annexed to such certification): (i) all documents specified in clauses (1),
(2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loan), (5), (7), (14)
and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” are
in its possession or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with the Mortgage
Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has been completed
(based solely on receipt by the Custodian of the particular recorded/filed documents); (iii) all documents received by the Custodian
with respect to such Mortgage Loan and Trust Subordinate Companion Loan have been reviewed by the Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed
by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan and Trust
Subordinate Companion 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
Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv) and (v) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth


 



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in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6) of the definition
of “Mortgage File” if the original of such document is not in the Custodian’s possession because it has not
been returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this Section
2.02(b) should indicate the absence of such original. If the Custodian’s obligation to deliver the certifications contemplated
in this subsection terminates because two years have elapsed since the Closing Date, the Custodian shall deliver a comparable
certification to any party hereto, the Companion Holder and any Underwriter and any Initial Purchaser on request.


 


(c)       It
is acknowledged that none of the Trustee, the Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates
or other papers relating to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding,
enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their
face. Furthermore, none of the Trustee, the Master Servicer, the applicable Special Servicer, the Certificate Administrator or
the Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or
recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction,
or whether a blanket assignment is permitted in any applicable jurisdiction.


 


(d)       It
is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents
specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loans),
(5), (7), (14) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of
“Mortgage File” have been received, appear regular on their face and such additional information as will be necessary
for delivering the certifications required by Sections 2.02(a) and 2.02(b) of this Agreement.


 


(e)       If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Mortgage Loan or Trust Subordinate Companion Loan, the Depositor shall promptly deliver such document
to the Custodian with a copy to the Master Servicer (if it constitutes part of the Servicing File).


 


Section
2.03 Representations, Warranties and Covenants of the Depositor; Mortgage Loan Seller’s Repurchase or
Substitution of Mortgage Loans and the Trust Subordinate Companion Loan for Defects in Mortgage Files and Breaches of
Representations and Warranties. (a) The Depositor hereby represents and warrants that:


 


(i)       The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the 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


 






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all the transactions contemplated hereby, including, but not limited to, the power and
authority to sell, assign and transfer the Mortgage Loans and the Trust Subordinate Companion Loan in accordance with this Agreement;
the Depositor has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(ii)       Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder,
by considerations of public policy;


 


(iii)       Neither
the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof,
nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect
to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions
of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation
or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement
or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which has
not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or this
clause (B), the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated
by this Agreement;


 


(iv)       There
is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened
against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which could
be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the Trust Subordinate Companion
Loan or the ability of the Depositor to carry out the transactions contemplated by this Agreement;


 


(v)       The
Depositor is not transferring the Mortgage Loans and the Trust Subordinate Companion Loan to the Trustee with any intent to hinder,
delay or defraud its present or future creditors;


 


(vi)       No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 






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(vii)       Immediately
prior to the transfer of the Mortgage Loans and the Trust Subordinate Companion Loan to the Trustee for the benefit of the Certificateholders
and the RR Interest Owners pursuant to this Agreement, the Depositor had such right, title and interest in and to each Mortgage
Loan and Trust Subordinate Companion Loan as was transferred to it by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase
Agreement;


 


(viii)      The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion
Loan (as such was transferred to it by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement) to any Person
other than the Trustee; and


 


(ix)       The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion
Loan (as such was transferred to it by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement) to the Trustee
for the benefit of the Certificateholders and the RR Interest Owners free and clear of any and all liens, pledges, charges, security
interests and other encumbrances created by or through the Depositor.


 


(b)       If
the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as operating advisor) discovers (without implying any duty of such person to make, or to attempt
to make, such a discovery) or receives notice alleging (A) that any document constituting a part of a Mortgage File has not been
properly executed, is missing, contains information that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”)
or (B) a breach of any representation or warranty of the Mortgage Loan Seller made pursuant to Section 6(d) of the Mortgage Loan
Purchase Agreement with respect to any Mortgage Loan or Trust Subordinate Companion Loan (a “Breach”), then
such Person shall give prompt written notice thereof to the Mortgage Loan Seller, the Directing Holder (prior to the occurrence
and continuance of a Consultation Termination Event), the other parties hereto, any related Companion Holder (if applicable) and,
subject to Section 13.10 of this Agreement, each of the Rating Agencies (to the extent notice has not previously been delivered
to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such
Document Defect is deemed in accordance with Section 2.03(c) of this Agreement to materially and adversely affect, the
value of the related Mortgage Loan or Trust Subordinate Companion Loan (or any related REO Property) or the interests of the Trustee
or the Certificateholders and the RR Interest Owners therein or causes any Mortgage Loan (and/or the Trust Subordinate Companion
Loan, as the case may be) to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material
Document Defect” or such Breach shall constitute a “Material Breach”; and a Material Breach and/or
a Material Document Defect, as the case may be, shall constitute a “Material Defect” as the case may be. The
Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially
Serviced Mortgage Loans) shall determine, with respect to any affected Mortgage Loan or REO Loan or Trust Subordinate Companion
Loan, as applicable, whether a Document Defect or a Breach is a Material Defect. The Master Servicer or the applicable Special
Servicer may (but will not be obligated to) consult with the Master


 






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Servicer or the applicable Special Servicer regarding any
determination of a Material Defect for a Non-Specially Serviced Mortgage Loan. If such Document Defect or Breach has been determined
to be a Material Defect then the Master Servicer or the applicable Special Servicer that made such determination shall give prompt
written notice thereof to the Mortgage Loan Seller, the other parties hereto and (for so long as no Consultation Termination Event
is continuing) the Directing Holder. Promptly upon becoming aware of any Material Defect (including through a written notice given
by any party to this Agreement), the Master Servicer (if the related Mortgage Loan is a Performing Loan) or applicable Special
Servicer (if the related Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall require the Mortgage Loan
Seller, not later than 90 days from the earlier of (a) the earlier of the Mortgage Loan Seller’s discovery or receipt of
notice of, and receipt of a demand to take action with respect to, such Material Defect, or (b) in the case of a Material Defect
relating to a Mortgage Loan not being a Qualified Mortgage, any party’s discovery of such Material Defect (such 90-day period,
the “Initial Cure Period”), to (i) cure such Material Defect in all material respects (which cure shall include
payment of losses and any additional Trust Fund expenses associated therewith, including the amount of any fees and reimbursable
expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan or Trust Subordinate Companion
Loan) (ii) repurchase the affected Mortgage Loan or REO Loan (or the Trust’s interest therein with respect to any Mortgage
Loan that is part of a Whole Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection
Account or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the related Whole Loans, for which
no substitution shall be permitted) for such affected Mortgage Loan (provided that in no event shall any such substitution
occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account,
any Substitution Shortfall Amount in connection therewith, all in conformity with the Mortgage Loan Purchase Agreement and this
Agreement; provided, that the Mortgage Loan Seller shall not repurchase the Trust Subordinate Companion Loan without repurchasing
the 1000 Wilshire Mortgage Loan; provided, however, that if (i) such Material Defect is capable of being cured but
not within such Initial Cure Period, (ii) such Material Defect is not related to any Mortgage Loan’s not being a Qualified
Mortgage and (iii) the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within
such Initial Cure Period, then the Mortgage Loan Seller shall have an additional 90 days (such additional 90-day period, the “Extended
Cure Period”) to complete such cure or, in the event of a failure to so cure, to complete such repurchase or substitution
(it being understood and agreed that, in connection with the Mortgage Loan Seller’s receiving such Extended Cure Period,
the Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Master Servicer, the applicable Special
Servicer, the Operating Advisor and the


 






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Certificate Administrator setting forth the reasons such Material Defect was not cured
within the Initial Cure Period and what actions the Mortgage Loan Seller is pursuing in connection with the cure of such Material
Defect and stating that the Mortgage Loan Seller anticipates that such Material Defect will be cured within such Extended Cure
Period); and provided, further, that, if any such Material Defect is still not cured after the Initial Cure Period
and any such Extended Cure Period solely due to the failure of the Mortgage Loan Seller to have received the recorded document,
then the Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase or substitution obligations in respect
of such Document Defect so long as the Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the applicable Special
Servicer, the Operating Advisor and the Certificate Administrator every 30 days thereafter that the Document Defect is still in
effect solely because of its failure to have received the recorded document and that the Mortgage Loan Seller is diligently pursuing
the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution
may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan or Trust Subordinate
Companion Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds
in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan or Trust Subordinate Companion Loan is to be
substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the
Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Mortgage Loan or Trust Subordinate Companion
Loan shall be on a whole loan, servicing released basis. Periodic Payments due with respect to each Qualified Substitute Mortgage
Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage
Loan or Trust Subordinate Companion Loan being repurchased or replaced, and received by the Master Servicer or the applicable
Special Servicer on behalf of the Trust, after the related Cut-off Date through, but not including, the related date of repurchase
or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan
(if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage
Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the applicable Special
Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and
are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution within
two Business Days following receipt of properly identified and available funds constituting such Periodic Payment. From and after
the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute
a “Mortgage Loan” hereunder for all purposes. Notwithstanding the foregoing, if a Mortgage Loan is not secured by
a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing
home, assisted living facility, theatre or fitness center (operated by a Mortgagor), then the failure to deliver to the Custodian
copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


If
the Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan or Trust Subordinate Companion Loan, makes a cash payment pursuant to an agreement or a settlement between the Mortgage Loan
Seller and the applicable Special Servicer on behalf of the Trust (and in each case, with respect to any Mortgage Loan or Trust
Subordinate Companion Loan other than an applicable Excluded Loan or a Servicing Shift Mortgage Loan, with the consent of the
Directing Holder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value
Payment”) with respect to such Mortgage Loan or Trust Subordinate Companion Loan, the amount of such Loss of Value Payment
shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(f) of this Agreement.
The applicable Special Servicer shall determine the amount of any applicable Loss of Value Payment (with the consent of the Directing
Holder in respect of any Mortgage Loan or Trust Subordinate Companion Loan that is not an applicable Excluded Loan and for so
long as no Control Termination Event has occurred and is continuing) and, in the case of any Repurchase Request with respect to
Non-


 






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Specially Serviced Mortgage Loans prior to the occurrence of a Resolution Failure, shall communicate such amount to the Master
Servicer for its enforcement action with the Mortgage Loan Seller. In connection with any such determination with respect to any
Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly provide the applicable Special Servicer but in any event
within the time frame and in the manner provided in Section 3.19, with the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise reasonably available to the Master Servicer without undue burden or expense, and reasonably requested by the applicable
Special Servicer to the extent set forth in Section 3.19 in order to permit the applicable Special Servicer to calculate
the Loss of Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall include the portion of
any Liquidation Fees payable to the applicable Special Servicer in respect of such Loss of Value Payment and the portion of fees
and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan or Trust
Subordinate Companion Loan. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available
to the Certificateholders, the RR Interest Owners and the Trustee on their behalf regarding any such Material Defect in lieu of
any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected
Mortgage Loan or Trust Subordinate Companion Loan based on such Material Defect under any circumstances. This paragraph is intended
to apply only to a mutual agreement or settlement between the Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially
Serviced Mortgage Loans) or the applicable Special Servicer (in the case of Specially Serviced Mortgage Loans) on behalf of the
Trust, provided, that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage
Loan Seller, the Master Servicer or the applicable Special Servicer, from exercising any of its rights related to a Material Defect
in the manner and timing set forth in the Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph)
(including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan), (ii) such
Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect
as a result of a Mortgage Loan or Trust Subordinate Companion Loan not constituting a Qualified Mortgage may not be cured by a
Loss of Value Payment.


 


The
cure, repurchase and substitution obligations or the obligation to pay the Loss of Value Payment described herein will constitute
the sole remedy available to the Certificateholders and the RR Interest Owners in connection with a material breach of any representation
or warranty or a material document defect with respect to any Mortgage Loan or Trust Subordinate Companion Loan. None of the Depositor,
the Underwriters, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or any other
person will be obligated to repurchase or replace any affected Mortgage Loan or Trust Subordinate Companion Loan or make a Loss
of Value Payment in connection with a breach of any of the representations and warranties or a document defect if the Mortgage
Loan Seller defaults on its obligations to do so.


 


If
the applicable Special Servicer or the Depositor receives (i) a Repurchase Communication of a request or demand for repurchase
or replacement of any Mortgage Loan or Trust Subordinate Companion Loan alleging a Document Defect or Breach (any such request
or


 






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demand, a “15Ga-1 Repurchase Request”) or (ii) a Repurchase Communication of a withdrawal of a 15Ga-1 Repurchase
Request of which notice has been previously received or given and which withdrawal is by the Person making such Repurchase Request
(a “Repurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal
to the Mortgage Loan Seller, the other parties hereto, the Directing Holder (prior to the occurrence and continuance of a Consultation
Termination Event), any Companion Holder (if applicable) and, subject to Section 13.10 of this Agreement, each of the Rating
Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the applicable
Special Servicer receives a Repurchase Communication that any Mortgage Loan or Trust Subordinate Companion Loan that was subject
of a 15Ga-1 Repurchase Request has been repurchased or replaced (a “Repurchase”), or that such 15Ga-1 Repurchase
Request has been rejected (a “Repurchase Request Rejection”), then the applicable Special Servicer shall (in
accordance with the following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the Depositor,
the Mortgage Loan Seller unless it is the entity that has repurchased or replaced the subject Mortgage Loan or rejected such 15Ga-1
Repurchase Request, and unless it is the party that notified the applicable Special Servicer thereof, the Certificate Administrator
and the Trustee.


 


Each
notice of a 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be
given by a party pursuant to this Section 2.03(b) (each, a “15Ga-1 Notice”) shall be given no later
than ten (10) Business Days after receipt of a Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage
Loan, (ii) the date that the Repurchase Communication regarding the 15Ga-1 Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request
(as asserted in the 15Ga-1 Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the applicable Special Servicer
with respect to a 15Ga-1 Repurchase Request, a statement as to whether the applicable Special Servicer currently plans to pursue
such 15Ga-1 Repurchase Request.


 


If
the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a Repurchase Communication of a 15Ga-1 Repurchase Request, a Repurchase Request Withdrawal, a Repurchase
or a Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such 15Ga-1 Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the applicable Special Servicer (with respect
to any Mortgage Loan or REO Loan) and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Holder, and include the following statement in the related correspondence: “This is a Repurchase Communication regarding
[a “15Ga-1 Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase
Request Rejection”] under Section 2.03(b) of the Pooling and Servicing Agreement relating to the GS Mortgage Securities
Trust 2018-GS10 Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, requiring action by you as the recipient of such
[15Ga-1 Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon
receipt of any Repurchase Communication of a 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection by the applicable Special


 






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Servicer pursuant to the foregoing provisions of this paragraph, the applicable Special
Servicer shall be deemed to be the recipient of such Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection, and the applicable Special Servicer shall comply with the notice procedures
set forth in the preceding paragraphs of this Section 2.03(b) with respect to such Repurchase Communication of such 15Ga-1
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No
Person that is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(b) (a “15Ga-1 Notice Provider”)
shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product
doctrines. The Mortgage Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(b)
is so provided only to assist the Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule
15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or
inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(b) by a 15Ga-1 Notice
Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice
Provider may have with respect to the Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request
that is the subject of a 15Ga-1 Notice.


 


On
or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of the Mortgage Loan Purchase Agreement,
which the Master Servicer shall provide to each Sub-Servicer.


 


Contemporaneously
with its execution of this Agreement, the Depositor shall cause the Mortgage Loan Seller to deliver a power of attorney substantially
in the form of Exhibit F to the Mortgage Loan Purchase Agreement to the Master Servicer and each Special Servicer, that
permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents
and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for
enforcement by the Trust Fund. Pursuant to the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller will be required to
effect (at the expense of the Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until
the assignment and recordation of all such Mortgage Loan documents has been completed.


 


With
respect to each Non-Serviced Mortgage Loan, the parties to this Agreement agree that if a “material document defect”
exists with respect to a Non-Serviced Companion Loan under the Other Pooling and Servicing Agreement and the Mortgage Loan Seller
(or other responsible repurchasing entity) repurchases the related Companion Loan pursuant to the Other Pooling and Servicing
Agreement, the Mortgage Loan Seller shall also repurchase such Non-Serviced Mortgage Loan; provided, however, that
such repurchase obligation does not apply to any “material document defect” related solely to the promissory note
for such Companion Loan.


 


(c)       Subject
to the Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Section
2.01(b) and Section 2.01(c) of this Agreement, failure of the Mortgage Loan Seller to deliver the documents referred
to in clauses (1), (2), (7),


 






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(8), (18) and (19) in the definition of “Mortgage
File” in accordance with this Agreement and the Mortgage Loan Purchase Agreement for any Mortgage Loan or Trust Subordinate
Companion Loan shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a
deemed Material Document Defect described above) shall be considered to be a Material Document Defect unless the document with
respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights
or remedies under the related Mortgage Loan or Trust Subordinate Companion Loan, defending any claim asserted by any Mortgagor
or third party with respect to the Mortgage Loan or Trust Subordinate Companion Loan, establishing the validity or priority of
any lien on any collateral securing the Mortgage or for any immediate significant servicing obligation.


 


(d)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or a Trust Subordinate
Companion Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer
and the applicable Special Servicer shall each tender to the Mortgage Loan Seller, upon delivery to each of them of a receipt
executed by the Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents
(including, without limitation, the Servicing File), and all escrows and reserve funds, pertaining to such Mortgage Loan or Trust
Subordinate Companion Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or
assigned to the extent necessary or appropriate to the Mortgage Loan Seller or its designee in the same manner, but only if the
respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment,
substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee on behalf
of the Trust or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan or Trust Subordinate
Companion Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such tender by the Trustee
and the Custodian shall be conditioned upon its receipt (and such receipt shall be deemed to be the Master Servicer’s direction
to the Trustee and the Custodian to) from the Master Servicer of a Request for Release and an Officer’s Certificate to the
effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized
and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders, the RR Interest
Owners and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(d), and such
other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to the Non-Serviced
Mortgage Loans) in connection with the repurchase of, or substitution for, an REO Loan and the Trustee shall execute and deliver
any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall
not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or subcontractors.
The parties to this Agreement acknowledge that the Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute
Mortgage Loan is substituted for a Mortgage Loan or Trust Subordinate Companion Loan by the related Mortgage Loan Seller as contemplated
by this Section 2.03, the Mortgage Loan Seller will be required to deliver to the Custodian the Mortgage File and to the
Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and
a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition
of “Qualified Substitute Mortgage Loan” in this Agreement.


 






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(e)       The
Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, the RR Interest Owners, or the
Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect
to any Mortgage Loan or Trust Subordinate Companion Loan.


 


(f)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect, as to any other Crossed Underlying Loan in
the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect will be deemed
to constitute a Material Defect or Breach as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for
purposes of this paragraph, and the Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage Loan Group satisfy the aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase or substitute
for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute
for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters
of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with
the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.
Except as provided in this Section 2.03(f) and Section 2.03(g), all other terms of the related Mortgage Loans shall
remain in full force and effect without any modification thereof.


 


(g)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this
Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that
(i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this
Agreement and the Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection
with such partial release, the Mortgage Loan Seller obtains an Opinion of Counsel (at the Mortgage Loan Seller’s expense)
to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release,
the Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and
executed in connection with such partial release.


 


(h)       With
respect to any Crossed Underlying Loan, to the extent that the Mortgage Loan Seller is required to repurchase or substitute for
such Crossed Underlying Loan in the manner prescribed in Section 2.03(b) while the Trustee continues to hold any other
Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the Mortgage Loan Seller and the Master Servicer or, with
respect to a Specially Serviced Mortgage Loan, the applicable Special Servicer, on behalf of the Trustee, as assignee of the Depositor,
will, as set forth in the Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary
Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage
Loans, including with respect to the


 






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Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so
long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral.
If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the
Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing
the relevant Mortgage Loan can be modified in a manner that complies with the Mortgage Loan Purchase Agreement to remove the threat
of material impairment as a result of the exercise of remedies.


 


(i)       (i)
In the event an Initial Requesting Holder delivers a written request to the Depositor, the Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor (solely in its capacity
as the Operating Advisor) or the Custodian that a Mortgage Loan or Trust Subordinate Companion Loan be repurchased by the Mortgage
Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan or Trust Subordinate Companion Loan
and setting forth the basis for such allegation (an “Owner Repurchase Request”), such party shall promptly
forward that Owner Repurchase Request to the Master Servicer and the applicable Special Servicer. The Enforcing Servicer, shall
then promptly forward that Owner Repurchase Request to the Mortgage Loan Seller and each other party to this Agreement and take
the actions required under Section 2.03(j). Subject to Section 2.03(j), the Enforcing Servicer shall be the Enforcing
Party with respect to the Owner Repurchase Request. If a Resolution Failure occurs with respect to the Owner Repurchase Request,
the provisions described in Section 2.03(j) shall apply.


 


(ii)       In
the event that the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Defect with respect to a Mortgage
Loan or Trust Subordinate Companion Loan, that party shall deliver prompt written notice of such Material Defect to each other
party to this Agreement, identifying the applicable Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis
for such allegation (a “PSA Party Repurchase Request”, and each of an Owner Repurchase Request or a PSA Party
Repurchase Request, a “Repurchase Request”), and the Enforcing Servicer shall promptly forward such PSA Party
Repurchase Request to the Mortgage Loan Seller. Subject to Section 2.03(j), the Enforcing Servicer shall be the Enforcing
Party with respect to the PSA Party Repurchase Request. If a Resolution Failure occurs with respect to the PSA Party Repurchase
Request, the provisions described below under Section 2.03(j) shall apply.


 


(iii)       In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”) shall be deemed to have occurred. Receipt of the Repurchase Request shall be
deemed to occur two (2) Business Days after the Repurchase Request is sent to the Mortgage Loan Seller.


 


(iv)       Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
applicable Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Mortgage Loan, the Master Servicer shall send a


 






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written notice (a “Master Servicer Proposed Course of Action
Notice”) to the applicable Special Servicer, indicating the Master Servicer’s analysis and recommended course
of action with respect to such Repurchase Request. The Master Servicer shall also deliver to the applicable Special Servicer the
Servicing File and all information, documents and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Non-Specially Serviced Mortgage Loan and, if applicable, the related Serviced Companion Loan,
either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer without undue burden
or expense, and reasonably requested by the applicable Special Servicer to enable it to assume its duties hereunder to the extent
set forth in this Agreement for such Non-Specially Serviced Mortgage Loan. Upon receipt of such Master Servicer Proposed Course
of Action Notice and such Servicing File, information, documents and records, the applicable Special Servicer shall become the
Enforcing Servicer with respect to such Repurchase Request.


 


(j)       (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan or Trust Subordinate Companion
Loan (whether the Repurchase Request was initiated by an Initial Requesting Holder or by a party to this Agreement), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Holder, if any,
at the address specified in the Initial Requesting Holder’s Repurchase Request, and to the Certificate Administrator. The
Certificate Administrator shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate
Owners and the RR Interest Owners, by posting such notice on the Certificate Administrator’s Website, indicating the Enforcing
Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed Course of Action”).
If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated to) consult with the applicable
Special Servicer and (for so long as no Consultation Termination Event has occurred) the Directing Holder regarding any Proposed
Course of Action. The Proposed Course of Action Notice shall include (a) a request to the Certificateholders to indicate their
agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree”
to the Proposed Course of Action on such notice within 30 days after the date of such notice and a disclaimer that responses received
after such 30-day period will not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the
Proposed Course of Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) shall be compelled to follow (either as the Enforcing Party or as
the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed
to and/or proposed by the majority, by Certificate Balance, of the responding Certificateholders that involves referring the matter
to mediation or arbitration, as the case may be, in accordance with the procedures described below relating to the delivery of
the Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices, (c) a statement that responding
Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses
clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration
and (e) instructions for responding Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator.
Within three (3) Business Days after the expiration of the 30-day response period, the Certificate Administrator shall tabulate
the responses


 






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received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator
shall only count responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action
and additional verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the applicable
Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation
to answer any questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate
Administrator’s obligations in connection with this Section 2.03(j) shall be limited solely to tabulating Certificateholder
responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be
construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely
(without investigation) on the Certificate Administrator’s tabulation of the majority, by Certificate Balance, of the responding
Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does
not involve pursuing further action to exercise rights against the Mortgage Loan Seller with respect to the Repurchase Request
and the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to
refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended
course of action is to pursue further action to exercise rights against the Mortgage Loan Seller with respect to the Repurchase
Request but the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner does not agree with the
dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Holder, if any, or such other Certificateholder
or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election
Notice”) within 30 days after the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation (including nonbinding arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial
Proposed Course of Action indicated a recommendation to undertake mediation (including nonbinding arbitration) or arbitration,
(b) any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice and (c) the Enforcing
Servicer also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s
initial Proposed Course of Action, such additional responses from other Certificateholders or Certificate Owners shall also be
considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining
the course of action approved by the majority, by Certificate Balance, of Certificateholders.


 


(ii)       If
neither the Initial Requesting Holder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute
Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have
the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party, shall
be the sole party obligated and entitled to determine a course of action, including but not limited to, enforcing the Trust’s
rights against the Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Holder pursuant to Section
6.08.


 


(iii)       Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Holder, if


 






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any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) or (b),
a “Requesting Holder”), the Enforcing Servicer shall consult with each Requesting Holder regarding such Requesting
Holder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution
method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting
Holder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute
resolution methods, such discussions to occur and be completed no later than 10 Business Days following the Dispute Resolution
Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be
in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than 5 Business Days
after completion of the Dispute Resolution Consultation, a Requesting Holder may provide a final notice to the Enforcing Servicer
indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute
Resolution Election Notice”).


 


(iv)       If,
following the Dispute Resolution Consultation, no Requesting Holder timely delivers a Final Dispute Resolution Election Notice
to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and remain obligated under
this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect to
the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)       If
a Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting
Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or
arbitration. If there is more than one Requesting Holder that timely delivers a Final Dispute Resolution Election Notice, then
such Requesting Holders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights
among such Requesting Holders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no
Requesting Holder commences arbitration or mediation pursuant to the terms of this Agreement within 30 days after delivery of
its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Holder to act as the
Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the
matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take
no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes
under this Agreement and the Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall
not be deemed waived with respect a Requesting Holder, any other Certificateholder, Certificate Owner or the Enforcing Servicer
to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course
of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice
had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again
become the Enforcing Party and, as such, shall be the sole party obligated and


 






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entitled to determine a course of action including,
but not limited to, enforcing the Trust’s rights against the Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(j) will not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders and the RR Interest
Owners to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)       In
the event a Requesting Holder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party
to any proceedings against the Mortgage Loan Seller; provided that the degree and extent to which the Enforcing Servicer
actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation with
the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing and an applicable
Excluded Loan is not involved, and in accordance with the Servicing Standard. For the avoidance of doubt, none of the Depositor,
the Mortgage Loan Seller or any of their respective Affiliates shall be entitled to be an Initial Requesting Holder or a Requesting
Holder, to act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Election Notice or Final Dispute
Resolution Election Notice or otherwise to vote Certificates owned by it or such Affiliate(s) with respect to the course of action
proposed or undertaken pursuant to the procedures described in Section 2.03(i) and Section 2.03(j).


 


(k)       If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)       The
mediation shall be administered by a nationally recognized mediation services provider selected by the Mortgage Loan Seller (such
provider, the “Mediation Services Provider”) in accordance with published mediation procedures promulgated
by the Mediation Services Provider.


 


(ii)       The
mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and either, commercial real estate finance or commercial mortgage-backed securitization matters or other
complex commercial transactions and who will be appointed from a list of neutrals maintained by the Mediation Services Provider.
Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider each party will have the right
to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 






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(iii)       The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)       The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(l)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)       The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the Mortgage Loan Seller
(such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures promulgated
by the Arbitration Services Provider.


 


(ii)       The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and either commercial real estate finance or commercial mortgage-backed securitization matters or other
complex commercial transactions and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider.
Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the
right to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference
choices of the parties to the extent possible.


 


(iii)       Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)       Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness


 






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depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided, that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)       The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)       By
selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)       No
person may bring a putative or certified class action to arbitration.


 


(m)       The
following provisions will apply to both mediation and third-party arbitration:


 


(i)       Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)       If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)       The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be


 






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confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify
the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In
the event a Requesting Holder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall
be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration
or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided
that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding will
be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation Termination
Event has not occurred and is continuing and an applicable Excluded Loan is not involved, and in accordance with the Servicing
Standard. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and
deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the
event a Requesting Holder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision
or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Holder.


 


(v)       In
the event a Requesting Holder is the Enforcing Party, the Requesting Holder to pay any expenses allocated to the Enforcing Party
in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or the Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that Certificateholders,
Certificate Owners and the RR Interest Owners shall be permitted to communicate prior to the commencement of any such proceedings
to the extent provided in Section 5.06.


 


(vii)       For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Holder to refer a Repurchase Request to mediation
or arbitration or participation in such mediation or arbitration affect in any manner the ability of the


 






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Enforcing Servicer to
perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a Directing Holder.


 


(viii)       Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as Trust Fund expenses.


 


Section
2.04 Execution of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Trust Subordinate Companion
Loan REMIC Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the or Trust
Subordinate Companion Loan and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of the Mortgage Loan Purchase Agreement, together with the assignment to it
of all of the other assets included in the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Grantor
Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)
and the Trust Subordinate Companion Loan and the other assets comprising the Trust Subordinate Companion Loan REMIC and the
Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Trust Subordinate
Companion Loan REMIC Regular Interests and the Class WLS-R Interest to the Depositor in exchange for the Trust Subordinate
Companion Loan; (ii) acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor
in exchange for the Mortgage Loans; (iii) acknowledges the creation of the Grantor Trust (as described in Section 2.05
below); (iv) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests and the Trust Subordinate
Companion Loan REMIC Regular Interests to the Upper-Tier REMIC; and (v) immediately thereafter, in exchange for the
Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests, the Trustee acknowledges that
it has caused the Certificate Administrator to issue the Class UR Interest and the RR Interests and has caused the
Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of
the Depositor, the Regular Certificates, the Class S Certificates and the Class R Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and the RR Interests
evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class
WLS-R Interest, the Class LR Interest and the Class UR Interest).


 


Section
2.05 Creation of the Grantor Trust. The portions of the Trust Fund consisting of the Class S Specific Grantor
Trust Assets, undivided beneficial ownership of which will be represented by the Class S Certificates and the Pooled RR
Interest, shall be treated as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the
Code.


 


Article
III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section
3.01 The Master Servicer to Act as Master Servicer; Special Servicers to Act as Special Servicers; Administration of the
Mortgage Loans, the Serviced Companion


 












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Loans
and REO Properties.  (a) Each of the Master Servicer and Special Servicers shall diligently service and administer the
applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans (including, for the
avoidance of doubt, the Trust Subordinate Companion Loan) and the applicable REO Properties (other than any REO Property related
to a Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement, the Mortgage Loan
documents and the related Co-Lender Agreements on behalf of the Trust and in the best interests of and for the benefit of the
Certificateholders and the RR Interest Owners and, (i) in the case of the Serviced Companion Loans, the Companion Holders and
the Trustee (as holder of the Lower-Tier Regular Interests) and (ii) in the case of the Trust Subordinate Companion Loan, the
Holders of the Loan-Specific Certificates and the Trustee, in each case, as a collective whole, taking into account the subordinate
or pari passu nature of such Companion Loans (as determined by the Master Servicer or the applicable Special Servicer,
as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect
to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Co-Lender Agreement) and the terms of
the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu
nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement
and the related Co-Lender Agreement, the related Co-Lender Agreement shall control; provided that in no event shall the
Master Servicer or the applicable Special Servicer, as the case may be, take any action or omit to take any action in accordance
with the terms of any Co-Lender Agreement that would cause the Master Servicer or such Special Servicer, as the case may be, to
violate the Servicing Standard or the REMIC Provisions. The General Special Servicer shall be the Special Servicer with respect
to all the Mortgage Loans (other than the 1000 Wilshire Mortgage Loan), any Serviced Companion Loan (other than the Trust Subordinate
Companion Loan) and other related assets in the Trust and, as such, shall service and administer such Mortgage Loans, any Serviced
Companion Loan and such other assets as shall be required of the applicable Special Servicer hereunder and under any related Co-Lender
Agreement. The 1000 Wilshire Special Servicer shall be the Special Servicer with respect to the 1000 Wilshire Mortgage Loan and
other related assets in the Trust and, as such, shall service and administer such 1000 Wilshire Mortgage Loan and such other assets
as shall be required of the applicable Special Servicer hereunder. For purposes of this Agreement and any references to the duties
and obligations of the Special Servicers, any references to Mortgage Loans in the context of such duties and/or obligations shall
be deemed to refer solely to the Mortgage Loans serviced by the applicable Special Servicer and no other Mortgage Loan, Serviced
Companion Loan or other related asset in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent
consistent with the foregoing, the Master Servicer and the applicable Special Servicer shall service the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards
of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer
or such Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios
and (2) the same care, skill, prudence and diligence with which the Master Servicer or such Special Servicer, as the case may
be, services and administers similar mortgage loans owned by the Master Servicer or such Special Servicer, as the case may be,
with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole
Loans or (B) in the case of a Specially


 






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Serviced Mortgage Loan or an REO Property, maximization of timely recovery of principal
and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests
of the Trust and the Certificateholders and the RR Interest Owners (as a collective whole as if such Certificateholders and the
RR Interest Owners constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders,
the RR Interest Owners and any related Companion Holder (as a collective whole as if such Certificateholders, the RR Interest
Owners and the holder or holders of the related Companion Loan constituted a single lender), taking into account the subordinate
or pari passu nature of the related Companion Loan), as determined by the Master Servicer or the applicable Special Servicer,
as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of
practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without
regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the applicable Special Servicer,
as the case may be, or any Affiliate of the Master Servicer or such Special Servicer, as the case may be, may have with any Mortgagor
or any Affiliate of such Mortgagor, the Mortgage Loan Seller, the originators or any other parties to this Agreement or any Affiliate
of the foregoing; (ii) the ownership of any Certificate (or any interest in any Companion Loan, mezzanine loan, or subordinate
debt relating to a Mortgage Loan) by the Master Servicer, the applicable Special Servicer or any Affiliate of the Master Servicer
or such Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right
of the Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates to receive compensation
for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing
or management for others of (a) the Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan or (b) any other mortgage
loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer
or the applicable Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the
applicable Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any
Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or any related
Companion Loan the Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, may have;
and (viii) any obligation of the Master Servicer or the applicable Special Servicer, or any of their respective Affiliates, to
repurchase or substitute for a Mortgage Loan as a mortgage loan seller (if the Master Servicer or such Special Servicer or any
of their respective Affiliates is a mortgage loan seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


 


The
Master Servicer and the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action
required to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without
limiting the foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and administer
(i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Mortgage Loan”) or as otherwise
provided herein with respect to Non-Specially Serviced Mortgage Loans in connection with any Major Decision or Special Servicer
Decision and (ii) any REO Properties


 






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(other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer
shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder
with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the applicable Special
Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as
if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Mortgage Loans and REO
Properties as are specifically provided for herein; provided, further, however, that the Master Servicer
shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the applicable Special
Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by such Special Servicer
to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, will not have any
responsibility for the performance by the applicable Special Servicer, in its capacity as a Special Servicer, of its duties under
this Agreement. The applicable Special Servicer, in its capacity as a Special Servicer, will not have any responsibility for the
performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan
or any related Serviced Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction
of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Major
Decision or Special Servicer Decision by the applicable Special Servicer in accordance with the terms of this Agreement and (ii)
Section 3.19, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Mortgage Loan
or any related Serviced Companion Loan. The applicable Special Servicer shall make the property inspections, use its reasonable
efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the
reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section
3.12. After notification to the Master Servicer, the applicable Special Servicer may contact the Mortgagor of any Non-Specially
Serviced Mortgage Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any
other issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No
provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the applicable Special
Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or shall
be construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or such Special
Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest
accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to
provide liquidity for the benefit of the Certificateholders and the RR Interest Owners and not as credit support or otherwise
to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans, any related Serviced Companion
Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicers for the reason
that any recovery to the Certificateholders or the RR Interest Owners in respect of a Mortgage Loan at any time after a determination
of present value recovery is less than the amount reflected in such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Co-Lender Agreement, if applicable, and applicable


 






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law, the Master Servicer and the Special Servicers each shall have full power and authority, acting alone or, in the case of the
Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things
in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Master Servicer and the applicable Special Servicer, in its own name (or
in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder), the RR Interest Owners and the Trustee or any of them, with respect to each Mortgage Loan
or any related Serviced Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements,
continuation statements and other documents or instruments necessary to maintain the lien created by the related Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time
to time, execute and/or deliver such financing statements, continuation statements and other documents or instruments as necessary
to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications,
waivers, amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and
all instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of
partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings
to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except
as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) and the applicable
Special Servicer (with respect to Specially Serviced Mortgage Loans) shall provide to the Mortgagor related to such Mortgage Loans
or Trust Subordinate Companion Loan that it is servicing any reports required to be provided to them pursuant to the related Mortgage
Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and
the applicable Special Servicer original powers of attorney in the form of Exhibit R attached hereto (or such other form
as mutually agreed to by the Trustee and the Master Servicer or such Special Servicer, as applicable) and (ii) upon request, furnish,
or cause to be furnished, to the Master Servicer or the applicable Special Servicer any powers of attorney substantially in the
form of Exhibit R-1 or Exhibit R-2, respectively, attached hereto (or such other form as mutually agreed to by the
Trustee and the Master Servicer or the applicable Special Servicer, as applicable) and other documents necessary or appropriate
to enable the Master Servicer or the applicable Special Servicer, as the case may be, to carry out its servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held responsible or liable for any acts of the
Master Servicer or the applicable Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney
by the Master Servicer or the applicable Special Servicer. Notwithstanding anything contained herein to the contrary, the Master
Servicer or the applicable Special Servicer as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the applicable
Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable
jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such


 






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jurisdiction
(provided that the Master Servicer or such Special Servicer, as applicable, shall then provide five (5) Business Days’
written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably
required in the judgment of the Master Servicer or such Special Servicer, as applicable, made in accordance with the Servicing
Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or
indicate the Master Servicer’s or such Special Servicer’s, as applicable, representative capacity)) or (ii) take any
action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Co-Lender Agreement) to exercise its discretion with respect to any action which requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) or Loan-Specific Certificates (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
the Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent
the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Co-Lender Agreement) require
the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) or Loan-Specific Certificates (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related
Mortgagor. To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related
Co-Lender Agreement) are silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) or Loan-Specific Certificates (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to have the Mortgagor
bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such costs and expenses out of pocket
other than as a Property Protection Advance.


 


(d)       The
relationship of each of the Master Servicer and the Special Servicers to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)       The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 






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(f)       Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the Mortgage Loan Seller pursuant to the
Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having
a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
for the benefit of the Certificateholders and the RR Interest Owners and any related Companion Holders shall be the beneficiary
under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan
identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any
notices of default under such Ground Lease required to be delivered to the leasehold mortgagee pursuant to the terms of such Ground
Lease shall be delivered to the Master Servicer and that the Master Servicer or the or applicable Special Servicer shall service
the related Mortgage Loan for the benefit of the Certificateholders and the RR Interest Owners. If a letter of credit is required
to be drawn upon earlier than the date the Mortgage Loan Seller has notified the provider of such letter of credit pursuant to
clause (x) of the immediately preceding sentence, the Mortgage Loan Seller shall cooperate with the reasonable requests
of the Master Servicer or applicable Special Servicer in connection with making a draw under such letter of credit. If the Mortgage
Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment
of the related letter of credit, then the Mortgage Loan Seller shall pay such costs and expenses as and to the extent required
under the Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and
expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master
Servicer shall give the Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and the Mortgage Loan
Seller shall pay such costs and expenses as and to the extent required under the Mortgage Loan Purchase Agreement. The costs and
expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the applicable
Special Servicer shall have any liability for the failure of the Mortgage Loan Seller to perform its obligations under the Mortgage
Loan Purchase Agreement.


 


(g)       Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Co-Lender Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as any amounts payable by the related Companion Holder, to or for the benefit of the Trust or any party hereto in accordance
with the related Co-Lender Agreement remain due and owing.


 


(i)       The
applicable Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan, that is subject to or becomes subject to a Co-Lender Agreement in the future, it shall, subject to


 






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Section
3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the
extent such Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee
pursuant to any such Co-Lender Agreement. The costs and expenses incurred by such Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Co-Lender Agreement, (i) with respect to any
Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in
accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion Loan
and then, by the Trust.


 


(j)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Co-Lender
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Co-Lender Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicers shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related Co-Lender Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Property Protection Advances with respect to a Serviced Whole Loan within three (3) Business
Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a
Property Protection Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to
Property Protection Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Property Protection Advances in the same manner
and on the same level of priority as if such Property Protection Advances had been made by the Master Servicer hereunder.


 


(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the applicable
Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the applicable Special
Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related
Non-Serviced Co-Lender Agreement and the rights of the related


 






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Non-Serviced Master Servicer and Non-Serviced Special Servicer
with respect thereto under the related Non-Serviced Pooling Agreement. The Master Servicer (or, with respect to any Specially
Serviced Mortgage Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards
to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Co-Lender Agreement
and Non-Serviced Pooling Agreement.


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Co-Lender Agreement and further acknowledge that, pursuant to the related Non-Serviced Co-Lender Agreement, (i) the related Non-Serviced
Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special Servicer
in accordance with the related Non-Serviced Pooling Agreement, and (ii) in the event that (A) the related Non-Serviced Companion
Loan is no longer part of the Trust Fund created by the related Non-Serviced Pooling Agreement and (B) the related Non-Serviced
Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Co-Lender Agreement, the related Non-Serviced
Whole Loan shall continue to be serviced in accordance with the related Non-Serviced Pooling Agreement, until such time as a new
servicing agreement has been agreed to by the parties to the related Non-Serviced Co-Lender Agreement in accordance with the provisions
of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result
in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 


(m)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the applicable
Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the applicable Special
Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Co-Lender
Agreement. The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Mortgage Loan, the applicable Special
Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust
(as holder of the related Serviced Mortgage Loan) under the related Co-Lender Agreement. In the event of any conflict between
this Agreement and the related Co-Lender Agreement, the provisions of the related Co-Lender Agreement shall control.


 


(n)       In
connection with the securitization of any Serviced Companion Loan, while it is a Serviced Companion Loan, upon the request of
(and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the applicable
Special Servicer (if such Serviced Companion Loan is a Specially Serviced Mortgage Loan) and the Trustee, as applicable, shall
use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide
information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 


(o)       To
the extent required under any Mortgage Loan documents, the Master Servicer shall, on behalf of the related lender, maintain a
Note register for the related Mortgage Loan or Whole Loan, as applicable, in accordance with such Mortgage Loan documents.


 






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(p)       The
parties hereto acknowledge and agree that the servicing and administration of a Trust Subordinate Companion Loan shall continue
hereunder by the Master Servicer and the applicable Special Servicer even if the related 1000 Wilshire Mortgage Loan is no longer
part of the Trust Fund subject to the provisions of Section 3.34(g).


 


Section
3.02 Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the applicable Special Servicer
shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and the
Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent with this
Agreement (including, without limitation, the Servicing Standard); provided, that with respect to each Mortgage Loan
that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and the applicable Special Servicer shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection,
until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan
(exclusive of any portion representing accrued Excess Interest) has been paid in full; provided, further, that
the Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust’s
right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer
or the applicable Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan and Companion Loan that it is obligated to service hereunder three (3) times during any
period of twenty-four (24) consecutive months with respect to any Mortgage Loan and Serviced Companion Loan; provided
that the Master Servicer or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Mortgage Loan and Companion Loan one additional time in such 24-month period so
long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and
remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such
24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master
Servicer or the applicable Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event,
given notice of a proposed waiver to the Directing Holder and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Holder has consented to such additional waiver (provided that if the Master Servicer
or such Special Servicer, as applicable, fails to receive a response to such notice from the Directing Holder in writing
within five (5) days of giving such notice, then the Directing Holder shall be deemed to have consented to such proposed
waiver); provided, further, that after the occurrence and during the continuance of a Control Termination
Event, the Master Servicer or the applicable Special Servicer, as applicable, may waive any Penalty Charge in accordance with
the Servicing Standard without the consent of the Directing Holder; provided, further, that the Directing
Holder shall have no consent rights with respect to any applicable Excluded Loan with respect to the foregoing
waivers.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, however, that absent express provisions


 






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in the related Mortgage Loan documents
(including any related Co-Lender Agreement), other than with respect to the application of Liquidation Proceeds, all amounts collected
by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor or Insurance and
Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive
of amounts payable to any applicable Companion Loan pursuant to the terms of the related Co-Lender Agreement) will be applied
in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the
Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on
such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through and including the end of the applicable
Mortgage Loan interest accrual period in which such collections are received by or on behalf of the issuing entity, over (ii)
the sum of (a) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan
that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as
recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) and (b) Accrued AB Loan
Interest;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth,
as a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have
not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 






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


 


eighth,
as a recovery of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
Operating Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued by unpaid Excess Interest;


 


provided
that to the extent required under the REMIC provisions of the Code, payments or proceeds received (or receivable by exercise
of the lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property
(including in connection with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced
Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real
property and excluding personal property and going concern value, if any) must be collected and allocated to reduce the principal
balance of the Mortgage Loan or Serviced Whole Loan in the manner permitted by such REMIC provisions; provided, further,
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO
Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the
related Non-Serviced Co-Lender Agreement and Non-Serviced Pooling Agreement, in that order; provided, further, that
with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole
Loan, shall be allocated first pursuant to the terms of the related Co-Lender Agreement and then, any amounts allocated to the
related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)       Liquidation
Proceeds in respect of each Mortgage Loan or REO Loan (in the case of an REO Loan, exclusive of amounts payable to any applicable
Companion Loan pursuant to the terms of the related Co-Lender Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout- Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the


 






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Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
with respect to the related Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on
such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest
on such Mortgage Loan at the applicable Mortgage Rate in effect from time to time through and including the end of the applicable
Mortgage Loan interest accrual period in which such collections are received by or on behalf of the issuing entity, over (ii)
the sum of (a) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan
that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as
a recovery of accrued and unpaid interest pursuant to clause fifth below or clause fifth of the prior
waterfall above on earlier dates) and (b) Accrued AB Loan Interest;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have
not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior waterfall above on earlier dates);


 


sixth,
as a recovery of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, an accrued but unpaid Excess Interest;


 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing


 






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amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Co-Lender Agreement and Non-Serviced Pooling Agreement, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced
Whole Loan, shall be allocated first pursuant to the terms of the related Co-Lender Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan, shall be subject to application as described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Co-Lender Agreement) and applicable law, the Master Servicer shall apply all Insurance
and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan
or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month
in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)       In
the event that the Master Servicer or applicable Special Servicer receives Excess Interest prior to the Determination Date for
any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or applicable Special Servicer will
be receiving Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or applicable Special
Servicer, as the case may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related
Distribution Date. None of the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee
shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding
statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)       With
respect to any Mortgage Loan (or Trust Subordinate Companion Loan, as applicable) in connection with which the Mortgagor was required
to escrow funds or to post a letter of credit related to obtaining certain performance objectives described in the applicable
Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable, the Master Servicer shall, to the extent
consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and
not apply such items to reduce the principal balance of such Mortgage Loan, Serviced Companion Loan, unless otherwise required
to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)       (A)
Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of written
notice by the Certificate


 






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Administrator of the related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole
Loan, the Certificate Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related
Non-Serviced Master Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T)
stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced
Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as
the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced
Co-Lender Agreement and the related Non-Serviced Pooling Agreement and (B) notice of any subsequent change in the identity of
the Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” under each
Co-Lender Agreement (together with the relevant contact information (to the extent the Certificate Administrator has received
notice of such event and the relevant contact information)). The Master Servicer shall, within two (2) Business Days of receipt
of properly identified and available funds, deposit into the Collection Account all amounts received with respect to the related
Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section
3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments
shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents
and, if applicable, the Companion Loan documents, as the case may be. Any Servicing Account related to a Serviced Whole Loan,
shall be held for the benefit of the Certificateholders and the RR Interest Owners and the related Serviced Companion
Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder therein as set
forth in the related Co-Lender Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance with
the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in Permitted Investments in
accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted
by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made
only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the
Trustee and then the Master Servicer, if applicable, for any Property Protection Advances; (iii) refund to Mortgagors any
sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required
by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required,
to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan,
apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in
error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and
terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing
Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however,
that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net
investment income or funds in the related Servicing Account. If


 






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allowed by the related
Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance
of the Servicing Accounts.


 


(b)       The
applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground
rents payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding
a Non-Serviced Mortgage Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage
Loan) and each Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time
to time, all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the applicable
REO Account or by the Master Servicer as Property Protection Advances prior to the applicable penalty or termination date and,
in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for
nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the
written direction of the applicable Special Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan,
the Master Servicer shall service and administer any reserve accounts (including monitoring, maintaining or changing the amounts
of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable,
and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion
Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and similar items, the applicable Special Servicer, in the case of REO Loans, and the Master Servicer,
in the case of all other Mortgage Loans, Companion Loan that it is responsible for servicing hereunder, shall use reasonable efforts
consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such
items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items.


 


(c)       In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor
has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if
made, constitute a Nonrecoverable Property Protection Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of five
(5) Business Days after the Master Servicer, the applicable Special Servicer, the Certificate


 






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Administrator or the Trustee, as
the case may be, has received confirmation that such item has not been paid or the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the Master Servicer
and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the
Master Servicer is requested to make any Property Protection Advance with respect to a given Specially Serviced Mortgage Loan
or REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice
shall be required in respect of Property Protection Advances required to be made on an emergency or urgent basis provided,
further, that the applicable Special Servicer shall not be entitled to make such a request (other than for Property Protection
Advances required to be made on an urgent or emergency basis) more frequently than once per calendar month (although such request
may relate to more than one Property Protection Advance). The Master Servicer may pay the aggregate amount of such Property Protection
Advances listed on a monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such
Property Protection Advances to the ultimate payees. The applicable Special Servicer shall have no obligation to make any Property
Protection Advances; provided, that in an urgent or emergency situation requiring the making of a Property Protection Advance,
the applicable Special Servicer may make a Property Protection Advance. Within five (5) Business Days of making such a Property
Protection Advance, such Special Servicer shall deliver to the Master Servicer request for reimbursement for such Property Protection
Advance, along with all information and documentation in such Special Servicer’s possession regarding the subject Property
Protection Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of such Master
Servicer’s own funds, to reimburse such Special Servicer for any unreimbursed Property Protection Advances (other than Nonrecoverable
Property Protection Advances which shall be reimbursed from the Collection Account) made by such Special Servicer pursuant to
the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date
of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the
written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated
in writing by such Special Servicer. Upon the Master Servicer’s reimbursement to the applicable Special Servicer of any
Property Protection Advance and payment to such Special Servicer of interest thereon, all in accordance with this Section 3.03,
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Property Protection Advance at the same
time as such Special Servicer actually made such Property Protection Advance, and accordingly, the Master Servicer shall be entitled
to be reimbursed for such Property Protection Advance, together with interest thereon at the Reimbursement Rate, at the same time,
in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such
Property Protection Advance at the time such Special Servicer did.


 


Any
request by a Special Servicer that the Master Servicer make a Property Protection Advance shall be deemed to be a determination
by such Special Servicer that such requested Property Protection Advance is not a Nonrecoverable Property Protection Advance,
and the Master Servicer shall be entitled to conclusively rely on such determination, provided that the determination shall
not be binding on the Master Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution
Date, the applicable Special Servicer shall report to the Master Servicer if such Special Servicer determines any


 






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Property Protection
Advance previously made by the Master Servicer with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable
Property Protection Advance. The Master Servicer shall be entitled to conclusively rely on such a determination, but such determination
shall be binding upon the Master Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such
determination to make its own determination that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes
a determination that only a portion of, and not all of, any previously made or proposed Property Protection Advance is a Nonrecoverable
Advance, the Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such
previously made or proposed Property Protection Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in
the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs incurred
by the Master Servicer or a Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground
rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate
Administrator’s calculation of monthly distributions to Certificateholders and the RR Interest Owners, be added to the unpaid
principal balances of the related Mortgage Loans, any related Serviced Companion Loan, notwithstanding that the terms of such
Mortgage Loans or related Serviced Companion Loan, so permit. If the Master Servicer fails to make any required Property Protection
Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure,
the Trustee shall make such Property Protection Advance pursuant to Section 7.05. Notwithstanding anything herein to the
contrary, no Property Protection Advance shall be required hereunder if such Property Protection Advance would, if made, constitute
a Nonrecoverable Property Protection Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect
of prior Property Protection Advances for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation
to make any Property Protection Advances under this Agreement.


 


Notwithstanding
the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the applicable
Special Servicer out of its own funds for, or to make at the direction of the applicable Special Servicer, any Property Protection
Advance if the Master Servicer determines in its reasonable judgment that such Property Protection Advance, although not characterized
by the applicable Special Servicer as a Nonrecoverable Property Protection Advance, is in fact a Nonrecoverable Property Protection
Advance. The Master Servicer shall notify the applicable Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Property Protection Advance shall be reimbursed to the applicable Special Servicer pursuant to Section
3.05(a).


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Mortgage Loans and
REO Loans) to make a payment from amounts on deposit in the Collection Account (or any Serviced Whole Loan Custodial Account maintained
as a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable
as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below
notwithstanding that the Master Servicer (or the applicable Special Servicer, as applicable) has determined that a Property Protection
Advance with respect to such expenditure would be a Nonrecoverable Property Protection Advance (unless, with respect to Specially


 






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Serviced Mortgage Loans or REO Loans, the applicable Special Servicer has notified the Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale
or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for
the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer or the applicable
Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate
delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders and the RR Interest Owners,
all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans). The Master
Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Property Protection Advances from the Trust pursuant to
the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced Pooling Agreement, the
applicable Non-Serviced Master Servicer is obligated to make property protection advances with respect to the related Non-Serviced
Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Property Protection
Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for
under the applicable Non-Serviced Pooling Agreement) in the manner set forth in the applicable Non-Serviced Pooling Agreement
and the applicable Non-Serviced Co-Lender Agreement.


 


(d)       In
connection with its recovery of any Property Protection Advance out of the Collection Account (or any Serviced Whole Loan Custodial
Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the
Trustee, the applicable Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled
to receive, out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time
to time, accrued on the amount of such Property Protection Advance from the date made to, but not including, the date of reimbursement.
Subject to Section 3.17(c), the Master Servicer shall reimburse itself, the applicable Special Servicer or the Trustee,
as the case may be, for any outstanding Property Protection Advance as soon as practically possible after funds available for
such purpose are deposited in the Collection Account (or any Serviced Whole Loan Custodial Account maintained as a subaccount
thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options and
rights to defer recovery of such amounts as provided herein; provided, however, that such Master Servicer’s
or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master Servicer’s obligation
to reimburse such Special Servicer for any outstanding Property Protection Advance as provided for in this sentence. To the extent
amounts on deposit in the Serviced Whole Loan Custodial Account with respect to the related Companion Loan are insufficient for
any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights
of the holder of the related Mortgage Loan under the related Co-Lender Agreement to obtain any reimbursement available from the
holder of the related Companion Loan.


 


(e)       To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements,


 






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actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the applicable Special Servicer within a reasonable time after the date as of which actions or remediations are required to
be or to have been taken or completed.


 


Section
3.04 The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,
the Serviced Whole Loan Custodial Account, the Interest Reserve Account, the Pooled Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account, the Pooled RR Interest Gain-on-Sale Reserve Account, the 1000 Wilshire Gain-on-Sale Reserve
Account, the Excess Interest Distribution Account, the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account and the Trust
Subordinate Companion Loan REMIC Distribution Account. (a) The Master Servicer shall establish and maintain, or cause to
be established and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited and
in no event later than the second Business Day following receipt of properly identified and available funds (in the case of
payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the
Cut-off Date, which payments shall be delivered promptly to the Mortgage Loan Seller or its designee and other than any
amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent
thereto:


 


(i)         all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)        all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Yield Maintenance
Charges and Default Interest;


 


(iii)       late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)       all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the applicable Special Servicer the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans, the Trust Subordinate Companion Loan
and any REO Properties in the Trust Fund and that are to


 






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be deposited in the Lower-Tier REMIC Distribution Account pursuant to
Section 9.01 and (B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion
Loan from a securitization by the Mortgage Loan Seller, which shall be paid directly to the servicer of such securitization) together
with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)       any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)      any
amounts required to be deposited by the Master Servicer or any Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or any Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Mortgage Loans shall be promptly delivered to the applicable Special Servicer as additional servicing
compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Mortgage Loans, the applicable Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for
deposit into the Collection Account, in accordance with this Section 3.04(a). Any such amounts received by the applicable
Special Servicer with respect to an REO Property shall be deposited by such Special Servicer into its REO Account and remitted
to the Master Servicer for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts
paid by check to the order of the applicable Special Servicer, such Special Servicer shall endorse without recourse or warranty
such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier.
Funds in the Collection Account may only be


 






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invested in Permitted Investments in accordance with the provisions of Section
3.06. As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices of Wells Fargo
Bank, National Association. The Master Servicer shall give notice to the Trustee, the applicable Special Servicer the Certificate
Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


For
purposes of determining amounts to be deposited in the Collection Account in respect of a Trust Subordinate Companion Loan and
the related Mortgage Loan, the Master Servicer shall determine the allocation of such amounts in accordance with the related Co-Lender
Agreement. All amounts so allocable to such Trust Subordinate Companion Loan shall be held separate and apart from other amounts
deposited in the Collection Account (or in a subaccount of the Collection Account) and may be withdrawn from the Collection Account
(pursuant to Section 3.04 and otherwise) only to the extent set forth in this Agreement and not specifically prohibited
under the related Co-Lender Agreement.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Pooled Gain-on-Sale Reserve Account and the 1000 Wilshire Gain-on-Sale Reserve Account (if
established) in trust for the benefit of the Certificateholders (other than the Holders of Class S Certificates and the Loan-Specific
Certificates) and the RR Interest Owners (provided that any Gain-on-Sale Proceeds with respect to a Trust Subordinate Companion
Loan shall be deemed distributed by the Trust Subordinate Companion Loan REMIC in respect of the Class WLS-R Interest, to the
Holders of the Class R Certificates and then re-contributed in respect of the Class LR Interest and held by the Certificate Administrator
as an asset of the Lower-Tier REMIC for the benefit of the Trustee as Holder of the Lower-Tier Regular Interests and the Certificateholders),
(ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders (other than the Holders of Class S Certificates),
(iii) the Excess Interest Distribution Account for the benefit of the Holders of the Class S Certificates, (iv) the Pooled RR
Interest Gain-on-Sale Reserve Account (if established) in trust for the benefit of the Pooled RR Interest Owner and the 1000 Wilshire
RR Interest Gain-on-Sale Reserve Account (if established) in trust for the benefit of the 1000 Wilshire RR Interest Owner and
(v) the Trust Subordinate Companion Loan REMIC Distribution Account for the benefit of the Holders of the Loan-Specific Certificates.
The Master Servicer shall deliver to the Certificate Administrator each month on or before the Master Servicer Remittance Date
therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Pooled Available Funds attributable
to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), and (c) of
the definition of Pooled Available Funds) for the related Distribution Date and (y) in the Excess Interest Distribution Account
all Excess Interest for the related Distribution Date and (z) in the Trust Subordinate Companion Loan REMIC Distribution Account,
the 1000 Wilshire Available Funds attributable to the Trust Subordinate Companion Loan without regard to clause (c) of
the definition of the 1000 Wilshire Available Funds.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan and the Trust Subordinate Companion Loan), the Companion
Paying Agent shall establish and maintain the Serviced Whole Loan Custodial Account, which may be a subaccount of the Collection
Account, for distributions to each Companion Holder, to be held for the benefit of the


 






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related Companion Holder and shall, within
2 Business Days following receipt of available and properly identified funds, deposit in the Serviced Whole Loan Custodial Account
any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable
Co-Lender Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall separately
track for each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer
shall deliver to the Companion Paying Agent each month, on or before the Master Servicer Remittance Date therein, for deposit
in the Serviced Whole Loan Custodial Account, an aggregate amount of immediately available funds, to the extent received with
respect to the related Serviced Whole Loan, to the extent of available funds, equal to the amount to be distributed to the related
Companion Holder pursuant to the terms of this Agreement and the related Co-Lender Agreement. Notwithstanding the preceding, the
following provisions shall apply to remittances relating to the Serviced Companion Loans that have been deposited into an Other
Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account
(or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable
to, such Serviced Companion Loans prior to such dates; provided, however, that in no event shall the Master Servicer
be required to transfer to the Serviced Whole Loan Custodial Account any portion thereof that is payable or reimbursable to or
at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Co-Lender Agreement;
(2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in
Section 4.01(l), which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Serviced Whole Loan Custodial Account, the Trust Subordinate Companion Loan REMIC Distribution Account
and, if established, the Pooled Gain-on-Sale Reserve Account, the Pooled RR Interest Gain-on-Sale Reserve Account, the 1000 Wilshire
Gain-on-Sale Reserve Account and the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account, may be subaccounts of a single Eligible
Account, which shall be maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion
Loan REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer shall, as and when required hereunder,
deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the REMIC Distribution Account,
as applicable:


 


(i)        any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 






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(iii)       any
Liquidation Proceeds paid by the Master Servicer, the applicable Special Servicer the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans, the Trust Subordinate Companion
Loan and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be
deposited in the Collection Account pursuant to Section 9.01);


 


(iv)      any
Yield Maintenance Charges with respect to the Mortgage Loans and the Trust Subordinate Companion Loan, actually collected; and


 


(v)       any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion
Loan REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan) pursuant to any provision of this Agreement.


 


If,
as of the close of business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred
to in the foregoing clauses (i) through (v), the Master Servicer shall not have delivered to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account or the Trust Subordinate Companion
Loan REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan), as applicable, the amounts required to be
deposited therein pursuant to the provisions of this Agreement (including any P&I Advance with respect to the Mortgage Loans,
pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate Administrator interest on such late
payment at the Prime Rate from and including the date such payment was required to be made (without regard to any Grace Period
set forth in Section 7.01(a)(i)) until (but not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution
Account or the Trust Subordinate Companion Loan REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan),
as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement
to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier
Regular Interests as specified in Section 4.01(c) and Section 4.01(f), respectively.


 


Funds
on deposit in the Interest Reserve Account, the Serviced Whole Loan Custodial Account, the Upper-Tier REMIC Distribution Account,
the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Trust Subordinate Companion Loan REMIC
Distribution Account or, if established, the Pooled Gain-on-Sale Reserve Account, the Pooled RR Interest Gain-on-Sale Reserve
Account, the 1000 Wilshire Gain-on-Sale Reserve Account or the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account,


 






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shall not
be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however,
that if, at any time, Wells Fargo Bank, National Association is no longer the Certificate Administrator, such funds may be invested
and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Permitted Investments selected by
the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date
which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment
shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made
in the name of “[name of successor certificate administrator], as Certificate Administrator, for the benefit of Wilmington
Trust, National Association, as Trustee for the Holders of the GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 as their interests may appear”, or in the name of any successor trustee, as Trustee for the
Holders of the GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 as their
interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the applicable Special Servicer
shall be liable for any loss incurred on such Permitted Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Account shall be
located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master
Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Excess Interest Distribution Account,
the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and, if established, the Pooled Gain-on-Sale
Reserve Account, the Pooled RR Interest Gain-on-Sale Reserve Account, the 1000 Wilshire Gain-on-Sale Reserve Account and the 1000
Wilshire RR Interest Gain-on-Sale Reserve Account, prior to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than any portion holding Excess Interest, amounts attributable to the Trust
Subordinate Companion Loan and the Serviced Whole Loan Custodial Account, if it is a sub-account of the Collection Account), the
Lower-Tier REMIC Distribution Account, the Pooled Gain-on-Sale Reserve Account, the Pooled RR Interest Gain-on-Sale Reserve Account,
the 1000 Wilshire Gain-on-Sale Reserve Account, the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account, any Servicing Account,
the REO Accounts, and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Lower-Tier REMIC; the Excess Interest


 






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Distribution Account (and any portion of the Collection Account holding
Excess Interest) will be owned by the Grantor Trust for the benefit of the Holders of Class S Certificates and the RR Interest
Owners; the Serviced Whole Loan Custodial Account (including interest, if any, earned on the investment of funds in such account)
will be owned by the Companion Holders, as applicable; the Upper-Tier REMIC Distribution Account (including interest, if any,
earned on the investment of funds in such account) will be owned by the Upper-Tier REMIC; and the Trust Subordinate Companion
Loan REMIC Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned
by the Trust Subordinate Companion Loan REMIC, each for federal income tax purposes.


 


(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or applicable Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Class S Certificates. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)       Following
the distribution of Excess Interest to Holders of the Class S Certificates on the first Distribution Date after which there are
no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 


(e)       The
Certificate Administrator shall establish (upon notice from the applicable Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain (i) the Pooled Gain-on-Sale Reserve Account for the benefit of the Pooled Certificateholders,
(ii) the Pooled RR Interest Gain-on-Sale Reserve Account for the benefit of the Pooled RR Interest Owner, (iii) the 1000 Wilshire
Gain-on-Sale Reserve Account for the benefit of the 1000 Wilshire Loan-Specific Certificateholders, and (iv) the 1000 Wilshire
RR Interest Gain-on-Sale Reserve Account for the benefit of the 1000 Wilshire RR Interest Owner. Each of the Pooled Gain-on-Sale
Reserve Account, the Pooled RR Interest Gain-on-Sale Reserve Account, the 1000 Wilshire Gain-on-Sale Reserve Account and the 1000
Wilshire RR Interest Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible
Account), separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate
Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer
will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan, in connection with such sale
and remit (i) the Pooled Non-RRI Percentage of such Gain-on-Sale Proceeds to the Master Servicer, who shall remit such funds to
the Certificate Administrator for deposit into the Pooled Gain-on-Sale Reserve Account, (ii) the Pooled RRI Percentage of such
Gain-on-Sale Proceeds to the Master Servicer, who shall remit such funds to the Certificate Administrator for deposit into the
Pooled RR Interest Gain-on-Sale Reserve Account. In the case of the 1000 Wilshire Whole Loan, the


 






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applicable Special Servicer
will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Trust Subordinate Companion Loan in accordance
with the terms of the related Co-Lender Agreement, in connection with such sale and remit (i) the 1000 Wilshire Non-RRI Percentage
of such Gain-on-Sale Proceeds to the Master Servicer, who shall remit such funds to the Certificate Administrator for deposit
into the 1000 Wilshire Gain-on-Sale Reserve Account and (ii) the 1000 Wilshire RRI Percentage of such Gain-on-Sale Proceeds to
the Master Servicer, who shall remit such funds to the Certificate Administrator for deposit into the 1000 Wilshire RR Interest
Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with
the terms of the related Co-Lender Agreement shall be remitted to the Companion Paying Agent for deposit into the Serviced Whole
Loan Custodial Account.


 


(f)       Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
Pooling Agreement shall be remitted to the Certificate Administrator as follows: (i) the Pooled Non-RRI Percentage of such Non-Serviced
Gain-on-Sale Proceeds for deposit into the Pooled Gain-on-Sale Reserve Account and (ii) the Pooled RRI Percentage of such Non-Serviced
Gain-on-Sale Proceeds for deposit into the Pooled RR Interest Gain-on-Sale Reserve Account.


 


(g)       If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(f)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts
(collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders and the
RR Interest Owners, for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve
Fund shall be an Eligible Account or a sub-account of an Eligible Account. The applicable Special Servicer shall, upon receipt,
deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall, based
upon information obtained from the CREFC® reports delivered by the Master Servicer pursuant to the terms hereof,
account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as
contributed to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the Trust to the Mortgage Loan Seller as beneficial owner
of the Loss of Value Reserve Fund. The Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for
all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(h)       The
Certificate Administrator shall establish and maintain the Trust Subordinate Companion Loan REMIC Distribution Account, in its
own name on behalf of the Trustee, in trust for the benefit of the Holders of the Loan-Specific Certificates, which shall be assets
of the Trust and the Trust Subordinate Companion Loan REMIC, but shall not be assets of any other Trust REMICs. The Trust Subordinate
Companion Loan REMIC Distribution Account shall be established and maintained as an Eligible Account or a subaccount of an Eligible
Account. The Certificate Administrator shall make or be deemed to have made


 






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deposits in and withdrawals from the Trust Subordinate
Companion Loan REMIC Distribution Account in accordance with Section 3.05 and Article IV of this Agreement.


 


Section
3.05 Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan
Custodial Account. (a) The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the
applicable subaccount of the Collection Account exclusive of the Serviced Whole Loan Custodial Account that may be a
subaccount of the Collection Account) for any of the following purposes (the following not being an order of priority and
without duplication of the same payment or reimbursement):


 


(i)       (A)
no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account (or the Trust Subordinate Companion Loan REMIC Distribution Account in
respect of the Trust Subordinate Companion Loan) and the Excess Interest Distribution Account and the amounts required to be remitted
pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section
4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit
in the Serviced Whole Loan Custodial Account the amounts required to be so deposited with respect to the Companion Loans (other
than the Trust Subordinate Companion Loan);


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced Mortgage Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Mortgage Loan or REO Loan, as applicable, being limited to amounts received
on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the applicable Special Servicer any
unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Mortgage Loan or REO Loan
or Corrected Loan, as applicable, and any expense incurred by such Special Servicer in connection with performing any inspections
pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance
and Condemnation Proceeds and collections in respect of the related Specially Serviced Mortgage Loan (provided that, in
the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Co-Lender
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then,
from the AB Mortgage Loan (and any related Pari Passu


 






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Companion Loans on a pro rata basis) and then out of general
collections on the Mortgage Loans and REO Properties), (C) to pay the Operating Advisor any unpaid Operating Advisor Fees or Operating
Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan (other than any related
Companion Loan), or Trust Subordinate Companion Loan, as applicable, the Operating Advisor’s right to payment of the Operating
Advisor Fee or Operating Advisor Consulting Fee (but only to the extent actually received from the related Mortgagor) pursuant
to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Mortgage Loan, or REO Loan (other than any
related Companion Loan) or Trust Subordinate Companion Loan, as applicable, being limited to amounts received on or in respect
of such Mortgage Loan or Trust Subordinate Companion Loan, (whether in the form of payments, P&I Advances (solely with respect
to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form
of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon,
and (D) to pay the Asset Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect of each Mortgage
Loan, Specially Serviced Mortgage Loan or REO Loan (in each case, other than any related Companion Loan), as applicable, the Asset
Representations Reviewer’s right to payment of the Asset Representations Reviewer Fee pursuant to this clause (ii) (D)(1)
with respect to any Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan (in each case, other than any related Companion
Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments,
P&I Advances, Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Mortgage Loan or REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, or (2) (to the extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review
Fee payable in connection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan or Trust Subordinate Companion Loan) prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such
P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I
Advance shall additionally, but without duplication,


 






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thereafter be entitled to reimbursement for such P&I Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;
and provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Property Protection
Advances, the Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights to receive
payment pursuant to this clause (iv) with respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than
a Non-Serviced Mortgage Loan) or any related Companion Loan or any REO Property being limited to, as applicable, related payments,
Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement
relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms of the related Co-Lender Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances, or (ii) with
respect to a Serviced AB Whole Loan, first, pro rata, from the related AB Subordinate Companion Loan, and then,
from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan; provided,
however, that if such Property Protection Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such
Property Protection Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Property
Protection Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties
on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided
in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such
Advance shall be reimbursable pursuant to clause (v) below;


 


(v)       to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan (excluding the Trust Subordinate Companion Loan),
only for Nonrecoverable Property Protection Advances made with respect thereto), then, out of the principal portion of
general collections on the Mortgage Loans and REO Properties, then, to the extent the principal portion of general collections
is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof
pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for Workout-Delayed
Reimbursement


 






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Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties net of
such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable
Property Protection Advance relating to a Serviced Whole Loan related thereto, such reimbursement shall be made, subject to the
terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective
Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion
Loan, and then from the AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) and provided,
further, that, in case of such reimbursement with respect to Nonrecoverable Property Protection Advances relating to a
Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior
to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that (A) with respect to a Serviced Mortgage Loan (other than the 1000 Wilshire Mortgage Loan), reimbursement
of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected
with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion
Loan), in accordance with the terms of the related Co-Lender Agreement and (B) with respect to the 1000 Wilshire Mortgage Loan
and the Trust Subordinate Companion Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related
Serviced Whole Loan shall be made first, from amounts collected with respect to the Trust Subordinate Companion Loan and
then, from amounts collected on the 1000 Wilshire Mortgage Loan, in accordance with the terms of the related Co-Lender
Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable Property
Protection Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Co-Lender
Agreement pursuant to which any amounts collected with respect to the related Whole Loan, are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan or Trust Subordinate Companion Loan), prior to reimbursement from other funds
unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself,
with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee
that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to
such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)      at
such time as it reimburses the Trustee and itself, a applicable (in that s order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Property Protection Advances (including
any such Property Protection Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or
clause (v) above, to


 






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pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c)
any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the applicable Special Servicer or the Trustee,
or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events,
subject to the related Co-Lender Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from
funds actually distributable to any related Serviced Companion Loan, and interest on Servicing Advances on any Serviced Whole
Loan shall be paid (1) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, out of collections
on the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
outstanding principal balances, or (2) with respect to a Serviced AB Whole Loan, first, pro rata, out of collections on
the related AB Subordinate Companion Loan and then, pro rata and pari passu, out of collections on the related Serviced
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal
Balances of the related Serviced Mortgage Loan and Serviced Pari passu Companion Loan(s) (provided that, with respect to
any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan);


 


(vii)      to
reimburse itself, the applicable Special Servicer, Asset Representations Reviewer or the Trustee, as the case may be, for any
unreimbursed expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution
obligation of the Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the Mortgage Loan
Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable, being limited to that
portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan
or the Trust Subordinate Companion Loan, as applicable, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)     to
reimburse itself or the applicable Special Servicer, as the case may be, first, out of Liquidation Proceeds, Insurance
and Condemnation Proceeds, if any, with respect to the related Mortgage Loan, Trust Subordinate Companion Loan or REO Loan, and
then out of general collections on the Mortgage Loans, Trust Subordinate Companion Loan and REO Properties, for any unreimbursed
expense reasonably incurred by such Person in connection with the enforcement of the Mortgage Loan Seller’s obligations
under Section 6 of the Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant
to clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and
Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Co-Lender Agreement


 






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(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their
respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan, and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis)
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, as applicable, such reimbursement shall be made, subject to the terms of the related Co-Lender
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with
respect to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of
general collections with respect to the Mortgage Loan;


 


(x)        to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Serviced Whole Loan Custodial Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Serviced Whole Loan Custodial Account for the period from and including the prior Distribution Date to and including the
Master Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty Charges collected
while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Mortgage Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d) and (3) the difference, if positive, between Prepayment Interest Excess and Prepayment
Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan,
during the related Collection


 






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Period to the extent not required to be paid as Compensating Interest Payments; and (b) to pay the
applicable Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected
on Specially Serviced Mortgage Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Specially Serviced Mortgage Loan have been paid and such Penalty Charges are
not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)       to
recoup any amounts deposited in the Collection Account in error;


 


(xii)       (A)
to pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any
of their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be,
out of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable
to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal
Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with
respect to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or Trust Subordinate Companion Loan), in each
case, prior to being payable out of general collections with respect to the Mortgage Loans and (B) to reimburse or pay any party
to this Agreement any unpaid expenses specifically reimbursable from the Collection Account under this Agreement;


 


(xiii)     to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b), 3.18(d), 3.18(i)
and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a)
or Section 13.01(c) in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment
is in furtherance of the rights and interests of Certificateholders and the RR Interest Owners and (c) the cost of obtaining the
REO Extension contemplated by Section 3.14(a); provided that, in case of such reimbursement relating to a Serviced Whole Loan,
such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to the related Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii) with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan, and then, from any related AB Mortgage Loan (and
any Pari Passu Companion Loans, on a


 






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pro rata basis) (provided that, with respect to any AB Subordinate Companion Loan
or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage
Loans;


 


(xiv)     to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee is liable therefor
pursuant to Section 10.01(g);


 


(xv)       to
pay the CREFC® Intellectual Property Royalty License Fee;


 


(xvi)      to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans, the Trust Subordinate Companion Loan
and REO Properties for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvii)     to
pay the Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any (or the Trust Subordinate Companion
Loan, if applicable), previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent
to the date of purchase relating to periods after the date of purchase; or, in the case of the substitution for a Mortgage Loan
by a Mortgage Loan Seller as contemplated by Section 2.03(b), to pay the Mortgage Loan Seller with respect to the replaced
Mortgage Loan all amounts received thereon subsequent to the date of substitution, and with respect to the related Qualified Substitute
Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xviii)    to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xix)      to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(h);


 


(xx)       to
reimburse the Asset Representations Reviewer for any fees and expenses reimbursable to it by the Trust pursuant to this Agreement;


 


(xxi)      to
remit to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause
(i) above;


 


(xxii)     to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 






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(xxiii)    to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced Pooling Agreement by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable
Non-Serviced Co-Lender Agreement and the applicable Non-Serviced Pooling Agreement.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the applicable Special Servicer, the Trustee or the Certificate Administrator from the Collection
Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of such Special
Servicer or a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which such
Special Servicer, the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such
certificate and shall have no duty to re-calculate the amounts stated therein. The applicable Special Servicer shall keep and
maintain separate accounting for each Specially Serviced Mortgage Loan and REO Loan, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written
certificate is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial
collection on a Corrected Loan.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
Master Servicer, the applicable Special Servicer the Trustee, the Certificate Administrator or the Operating Advisor out of general
collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be
payable to the related Companion Loan, except as specifically described in this Agreement with respect to the Trust Subordinate
Companion Loan in the case of expenses not allocated to any particular Mortgage Loan.


 


With
respect to any Serviced Pari Passu Whole Loan, any Late Collections received by the Master Servicer from the Mortgagor that are
allocable to any Serviced Pari Passu Companion Loan or reimbursable to an Other Master Servicer or an Other Trustee shall be remitted
by the Master Servicer to such Other Master Servicer within one (1) Business Day of receipt of properly identified and available
funds; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given
Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections to the Other Master
Servicer within one (1) Business Day of receipt of properly identified and available funds but, in any event, the Master Servicer
shall remit such amounts within two (2) Business Days of receipt of properly identified and available funds.


 






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(b)       The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)         to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Yield
Maintenance Charges distributable pursuant to Section 4.01(f) in the Upper-Tier REMIC Distribution Account, and to make
distributions to Certificateholders holding the Class R Certificates in respect of the Class LR Interest pursuant to Section
4.01(c) or Section 9.01, as applicable;


 


(ii)        to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)       to
pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as applicable, as contemplated by
Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)       to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or any Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund,
(D) the Trustee, the Certificate Administrator, the Master Servicer or any Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or any Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders and the RR Interest Owners, in each case, to the extent not paid pursuant to
Section 13.01(g);


 


(v)       to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 


(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)      to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)     to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 






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(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(k).


 


(d)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)         to
make distributions to Certificateholders holding Regular Certificates and Class R Certificates (in respect of the Class UR Interest),
the RR Interest Owners in respect of the RR Interests on each Distribution Date pursuant to Section 4.01 or Section
9.01, as applicable, subject to the third-to-last paragraph of Section 3.04(b); and


 


(ii)        to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)       Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section
3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full prior to the payment
of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor
Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier
REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator/Trustee Fee, the Certificate
Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not
sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv),
(a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator and to the Trustee,
pro rata, second to the applicable Special Servicer, third to the Master Servicer and then to the
Operating Advisor.


 


(f)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, the Trust Subordinate
Companion Loan or any related Serviced REO Property, then the applicable Special Servicer shall promptly (provided that,
(1) with respect to clause (iv) below, such Special Servicer shall have provided notice to the Master Servicer of the occurrence
of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the
Master Servicer and such Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer
such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for
deposit into the Collection Account for the following purposes:


 


(i)        to
reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced REO Property
(together with any interest on such Advances);


 






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(ii)       to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced REO Property that
constitutes or, if not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)      to
offset any portion of Realized Losses or RR Interest Realized Losses, as applicable, that are attributable to such Mortgage Loan,
Trust Subordinate Companion Loan or related REO Property, as the case may be (as calculated without regard to the application
of such Loss of Value Payments), incurred with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related
successor REO Loan;


 


(iv)       following
the occurrence of a Liquidation Event with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced
REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately
preceding clauses (i)-(iii) as to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced REO Loan, to cover the
items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage Loan, Trust Subordinate
Companion Loan or Serviced REO Loan; and


 


(v)       On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to the Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by the Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses or RR
Interest Realized Losses, as applicable, that are attributable to such Mortgage Loan, Trust Subordinate Companion Loan or related
REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage
Loan, Trust Subordinate Companion Loan related to such contribution.


 


(g)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (f)(i)-(f)(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust Subordinate Companion
Loan, as applicable, or any successor REO Loan with respect thereto for which such Loss of Value Payments were received; and any
Loss of Value Payments transferred to the Collection Account pursuant to clause (f)(iv) of the prior paragraph shall be
treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust Subordinate Companion Loan,
as applicable, or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item
contemplated by clauses (f)(i)-(f)(iv) of the prior paragraph.


 


(h)       The
Companion Paying Agent may, from time to time, make withdrawals from the Serviced Whole Loan Custodial Account to make distributions
pursuant to Section 4.01(l).


 






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(i)         The
Certificate Administrator, on behalf of the Trustee, may, from time to time, make withdrawals from a Trust Subordinate Companion
Loan REMIC Distribution Account for any of the following purposes:


 


(i)        to
be deemed to make deposits of the Trust Subordinate Companion Loan REMIC Distribution Amount pursuant to Section 4.01(c)
and the amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(f) in the Upper-Tier REMIC Distribution
Account for distribution to Holders of the Loan-Specific Certificates, and to make distributions to Holders of the Class R Certificates
in respect of the Class WLS-R Interest, as applicable, pursuant to Section 4.01(c) or Section 9.01, as applicable;


 


(ii)       to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person, with respect to the Trust Subordinate Companion Loan pursuant to Section
8.05(b);


 


(iii)      to
pay for the cost (without duplication) of the Opinions of Counsel sought by the Trustee or the Certificate Administrator (A) as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) as contemplated by Sections
3.18(d), 5.08(c), 8.02(ii), 10.01(f) and 10.01(l) to the extent payable out of the Trust Fund,
or (C) as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment to this Agreement
requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of Holders
of the Loan-Specific Certificates, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(iv)     to
pay any and all federal, state and local taxes imposed on the Trust Subordinate Companion Loan REMIC or on the assets or transactions
of such Trust REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the applicable Special Servicer is liable therefor pursuant to Section 10.01(g)
with respect to such Trust Subordinate Companion Loan REMIC;


 


(v)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to such Trust Subordinate
Companion Loan REMIC;


 


(vi)      to
pay to the Master Servicer any amounts deposited by the Master Servicer in such Trust Subordinate Companion Loan REMIC Distribution
Account not required to be deposited therein;


 


(vii)     to
clear and terminate such Trust Subordinate Companion Loan REMIC Distribution Account at the termination of this Agreement pursuant
to Section 9.01; and


 


(viii)    consistent
with the above, with respect to the 1000 Wilshire Whole Loan, subject to Section 3.05(a)(i), any withdrawals permitted
pursuant to this Section 3.05(i), shall be paid or reimbursed (a) first, from amounts on deposit allocated to the
Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the related Mortgage Loan and (b) then
from general collections in respect of all other Mortgage Loans.


 






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Section
3.06     Investment of Funds in the Collection Account and the REO Accounts. (a) The Master Servicer may direct any
depository institution maintaining the Collection Account, the Serviced Whole Loan Custodial Account, or any Servicing
Account (for purposes of this Section 3.06, an “Investment Account”), each Special Servicer may
direct any depository institution maintaining the applicable REO Account or Loss of Value Reserve Fund (also for purposes of
this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may
itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on
which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository
institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required to be
withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor
thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment
Account shall be held in the name of the Master Servicer or the applicable Special Servicer, as applicable, on behalf of the
Trustee (in its capacity as such) for the benefit of the Certificateholders and the RR Interest Owners. The Master Servicer
(in the case of the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or
for the Master Servicer), each Special Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any
Servicing Account maintained by or for such Special Servicer) on behalf of the Trustee, shall maintain continuous physical
possession of any Permitted Investment of amounts in the Collection Account, the Serviced Whole Loan Custodial Account, the
Servicing Accounts, Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a “certificated
security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of
the UCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the
UCC or any other applicable law. In the case of any Permitted Investment held in the form of a “security
entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or each Special Servicer, as
applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to
have control over such security entitlement. In the event amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account, the
Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for the Master Servicer) or the applicable
Special Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for each Special Servicer) shall:


 


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


 


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


 






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(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Serviced Whole Loan Custodial Account or any
Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance
Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent
(with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest
and investment income realized on funds deposited in the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such
account for each period from and including any Distribution Date to and including the immediately succeeding Master Servicer Remittance
Date, shall be for the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal in
accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as
to which the Master Servicer or applicable Special Servicer, as applicable, would have been entitled to any Net Investment Earnings
hereunder) directed to be made by the Master Servicer or the applicable Special Servicer, as applicable, and on deposit in any
of the Collection Account, the Serviced Whole Loan Custodial Account, the Servicing Account, Loss of Value Reserve Fund or the
applicable REO Account, the Master Servicer (in the case of the Collection Account, the Serviced Whole Loan Custodial Account
or any Servicing Account maintained by or for the Master Servicer), the applicable Special Servicer (in the case of the applicable
REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall deposit therein,
no later than the Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer
Remittance Date related to the current Distribution Date; provided that neither the Master Servicer nor the applicable
Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such
Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition
of Eligible Account at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered
depository institution or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust
company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment was made
and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of holders of Voting Rights representing at least 25% of the Voting Rights shall, take such action as may be appropriate
to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section
3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Master Servicer (with
respect to the Mortgage Loans (other than a


 






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Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use
its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a
Non-Serviced Mortgage Loan), and each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged
Properties) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance
coverage as is required under the related Mortgage Loan documents except to the extent that the failure of the related
Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master
Servicer or the applicable Special Servicer, as applicable). If the Mortgagor does not so maintain such insurance coverage,
subject to its recoverability determination with respect to any required Property Protection Advance, the Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or
each Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all
insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or such Special Servicer and, if available, can be obtained at
commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Termination Event
and (ii) other than with respect to any applicable Excluded Loan, any determination that such insurance coverage is not
available or not available at commercially reasonable rates to be made with the consent of the Directing Holder) by the
Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged
Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as
determined by such Special Servicer; provided, however, that if any Mortgage permits the holder thereof to
dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with
respect to REO Property, such Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance
requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the
Mortgage Loan or Trust Subordinate Companion Loan, provided that, with respect to the immediately preceding proviso,
the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to
maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the
Mortgagor’s failure is an Acceptable Insurance Default as determined by the applicable Special Servicer (i) with (in
respect of any Mortgage Loan other than an applicable Excluded Loan and unless a Control Termination Event has occurred and
is continuing) the consent of the Directing Holder and (ii) (other than an applicable Excluded Loan) after consultation by
the applicable Special Servicer with the applicable Risk Retention Consultation Party pursuant to Section 6.08 and
only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer and,
if available, can be obtained at commercially reasonable rates. The Master Servicer and each Special Servicer shall be
entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance
is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being
reimbursed or paid to the applicable Special Servicer as provided in the third-to-last sentence of this paragraph, such
Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance
coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless such Special Servicer
determines ((i) unless a


 






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Control Termination Event has occurred and is continuing and after consultation by the applicable
Special Servicer with the applicable Risk Retention Consultation Party pursuant to Section 6.08 and (ii) other than
with respect to any applicable Excluded Loan, with the consent of the Directing Holder) that such insurance is not available
at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master Servicer
shall be entitled to conclusively rely on such Special Servicer’s determination. All Insurance Policies maintained by
the Master Servicer or the applicable Special Servicer shall (i) contain a “standard” mortgagee clause, with loss
payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans
(other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to
the applicable Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties),
(ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage
in an amount not less than the lesser of (x) the full replacement cost of the improvements securing the Mortgaged Property or
REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan or REO Loan, as
applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a
replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the
related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured
party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice)
and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer
authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or a Special
Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the
Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties
and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by
the Master Servicer as a Property Protection Advance (so long as such Advance would not be a Nonrecoverable Advance and if
such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will
be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to
Certificateholders and the RR Interest Owners, be added to the unpaid principal balance of the related Mortgage Loan and
Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit.
Any cost incurred by a the applicable Special Servicer in maintaining any such Insurance Policies with respect to REO
Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if
the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Property Protection Advance (so
long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such
cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07 shall
apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the
contrary, the Master Servicer will not be required to


 






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maintain, and will not be in default for failing to obtain, any
earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination
of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types
and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires
from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or
provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the applicable Special Servicer
if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based
upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor
fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If such
Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default,
the applicable Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the
Servicing Standard to cause such insurance to be maintained. Each Special Servicer (at the expense of the Trust) shall be entitled
to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants
(at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, each Special Servicer
shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the
Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage
Loans then included in the Trust. During the period that the applicable Special Servicer is evaluating the availability of such
insurance or waiting for a response from the Directing Holder or to consult with the applicable Risk Retention Consultation Party
pursuant to Section 6.08, neither the Master Servicer nor the applicable Special Servicer will be liable for any loss related
to its failure to require the Mortgagor to maintain such insurance and will not be in default of its obligations as a result of
such failure unless the Master Servicer or the applicable Special Servicer is required to take any immediate action pursuant to
the Servicing Standard or other servicing requirements of this Agreement and the Master Servicer will not itself maintain such
insurance or cause such insurance to be maintained.


 


(b)       (i)
If the Master Servicer or any Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any
Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent


 






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to the individual policies otherwise required, the Master Servicer or such Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the applicable Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation that is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee, the Certificateholders
and the RR Interest Owners, claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of
such policy. Each Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on
REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially
reasonable rates, the cost of which shall be a Property Protection Advance.


 


(ii)       If
the Master Servicer or any Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or such Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or such Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or any Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered
thereby) shall be paid by the Master Servicer as a Property Protection Advance. Such master single interest or force-placed policy
may contain a deductible clause, in which case the Master Servicer or such Special Servicer shall, in the event that there shall
not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of
Section 3.07(a), and there shall have been one or more losses which would have been covered by such policy had it been
maintained, deposit into the Collection Account from its own funds the amount not otherwise payable under the master single or
force-placed interest policy because of such deductible clause, to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any
such deductible limitation, the deductible limitation that is consistent with the Servicing Standard.


 






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(c)       Each
of the Master Servicer and the Special Servicers shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions Insurance Policy with a Qualified Insurer
covering the Master Servicer’s and the applicable Special Servicer’s, as applicable, officers and employees acting
on behalf of the Master Servicer and the applicable Special Servicer in connection with its activities under this Agreement. Such
amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer
or the applicable Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or such Special Servicer
and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
Each Special Servicer and the Master Servicer will promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be,
and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect. With respect to Trimont Real Estate Advisors, LLC in its capacity as 1000 Wilshire Special
Servicer, coverage in the amount of $10,000,000 that otherwise meets the requirements described above will be acceptable.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee,
has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance
of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii)
the maximum amount of insurance that is available under the National Flood Insurance Act of 1968, as amended, plus such additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If
the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Property Protection
Advance for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent available at
commercially reasonable rates (as determined by the applicable Special Servicer (with the consent of the Directing Holder (prior
to the occurrence and continuance of a Control Termination Event and other than in respect of any applicable Excluded Loan) and
in consultation with the applicable Risk Retention Consultation Party pursuant to Section 6.08 (other than with respect
of any applicable Excluded Loan) in accordance with the Servicing Standard)), a flood insurance policy meeting the requirements
of the current guidelines of the


 






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Federal Insurance Administration in an amount representing coverage not less than the maximum
amount of insurance that is available under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance
with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section
3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Property Protection
Advance.


 


(f)       Notwithstanding
the foregoing, so long as the long-term debt or the deposit obligations or deposit accounts or claims-paying ability of the Master
Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote parent), as applicable,
is rated no lower than “A-” or its equivalent by S&P, “A-” as rated by Fitch, “A3” as
rated by Moody’s or “A(low)” by DBRS (if then rated by DBRS), the Master Servicer (or its public parent) or
the applicable Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect
to any of its obligations under this Section 3.07.


 


(g)       The
Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement
an “errors and omissions” insurance policy, the issuer of which is rated no lower than the applicable Qualified Insurer
ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.08 Enforcement of Due-on-Sale Clauses; Assumption Agreements.


 


(a)
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-sale” clause, which by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer,


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Special
Servicer shall determine (with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) in a manner consistent with the Servicing Standard (or, in the case of any non-Specially Serviced Mortgage Loan
if mutually agreed to by the Master Servicer and the applicable Special Servicer, the Master Servicer shall determine in a manner
consistent with the Servicing Standard and subject to the consent (or deemed consent) of the applicable Special Servicer to the
extent such action is a Major Decision or Special Servicer Decision), on behalf of the Trustee as the mortgagee of record, whether
to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion Loan (x) to accelerate the payments
thereon or (y) to grant or withhold its consent to any sale or transfer, consistent with the Servicing Standard


 






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or (b) waive any
right to exercise such rights, provided that, (i) with respect to such consent or waiver of rights that is a Major Decision,
the applicable Special Servicer, shall obtain prior to the occurrence and continuance of a Control Termination Event, the prior
written consent (or deemed consent) of the Directing Holder (or (A)(1) after the occurrence and during the continuance of a Control
Termination Event, but prior to a Consultation Termination Event and (2) other than with respect to any applicable Excluded Loan,
upon consultation with the Directing Holder pursuant to Section 6.08(a) hereof and (B) after the occurrence and during
the continuance of an Operating Advisor Consultation Event, upon consultation with the Operating Advisor pursuant to Section
6.08 hereof), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to by the
Directing Holder) of the Master Servicer’s or the applicable Special Servicer’s written analysis and recommendation
with respect to such waiver together with such other information reasonably required by the Directing Holder, and (ii) with respect
to any Mortgage Loan that (A) represents at least 5.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding
and has a Stated Principal Balance of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans (considering any
other Mortgage Loans with which it is cross-collateralized or cross-defaulted as a single Mortgage Loan) based on Stated Principal
Balance and has a Stated Principal Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than $35,000,000,
(D) is the 1000 Wilshire Whole Loan or (E) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of
the 10 largest mortgage loans in the related other securitization (provided that the master servicer or special servicer,
as applicable, will be entitled to reasonably rely upon the written notification provided by the master servicer, special servicer,
trustee or certificate administrator of such other securitization as to whether such Serviced Companion Loan is one of the 10
largest mortgage loans in such other securitization, or if no timely response is received, permitted to rely upon the most recent
CREFC® Reports from such other securitization), the Master Servicer or such Special Servicer, as the case may be, prior to
consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any). Notwithstanding anything herein to the contrary, with respect to any applicable
Excluded Loan relating to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event
has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis,
in connection with the related transactions involving proposed Major Decisions that it is processing and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the applicable Special
Servicer, that is processing the related action, as the case may be, shall (if not already provided in accordance with Section
3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion
Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion


 






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Loan may be assumed or transferred without the consent of the mortgagee; provided that certain
conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this
Agreement, the applicable Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage
Loan), related Serviced Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with
the Servicing Standard whether such conditions have been satisfied, or, with respect to any Mortgage Loan which does not allow
the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions
to a transfer or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make
such determination with respect to whether such conditions have been satisfied.


 


Upon
receiving a request for any matter described in this Section 3.08(a) that constitutes a Special Servicer Decision or a
Major Decision (except with regard to the proviso in the definition of “Special Servicer Decision” or “Major
Decision”, as applicable), the Master Servicer shall forward such request to the applicable Special Servicer and, unless
the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall process such request with
respect to a Non-Specially Serviced Mortgage Loan, or if otherwise provided herein, the applicable Special Servicer shall process
such request and the Master Servicer shall have no further obligation with respect to such request or the related Special Servicer
Decision or Major Decision. If such action with respect to a Non-Specially Serviced Mortgage Loan is not a Special Servicer Decision
or a Major Decision, the Master Servicer shall process the related request and shall have no obligation to obtain the consent
of or consult with the applicable Special Servicer, Directing Holder or Operating Advisor.


 


(b)      As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)        requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the applicable
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall determine, in a manner consistent with the Servicing
Standard (or, in the case of any Non-Specially Serviced Mortgage Loan, if mutually agreed to by the Master Servicer and the applicable
Special Servicer, the Master servicer will determine, in a manner consistent with the Servicing Standard and subject to the consent
(or deemed consent) of the applicable Special Servicer to the extent such action is a Major Decision or Special Servicer Decision),
whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to the creation of any


 






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additional lien or other encumbrance, consistent with
the Servicing Standard or (b) grant or waive its right to exercise such rights, provided that (i) with respect to such
consent or waiver of rights that is a Major Decision, prior to the occurrence and continuance of a Control Termination Event and
other than with respect to an applicable Excluded Loan, the applicable Special Servicer has obtained the prior written consent
(or deemed consent) of the Directing Holder (or (A)(1) after the occurrence and continuance of a Control Termination Event, but
prior to a Consultation Termination Event and (2) other than with respect to an applicable Excluded Loan, upon consultation with
the Directing Holder pursuant to Section 6.08(a) and (B) after the occurrence and during the continuance of an Operating
Advisor Consultation Event, upon consultation with the Operating Advisor pursuant to Section 6.08 hereof), which consent
shall be deemed given ten (10) Business Days after receipt by the Directing Holder of the Master Servicer’s or the applicable
Special Servicer’s written analysis and recommendation with respect to such waiver or exercise of such rights together with
such other information reasonably required by the Directing Holder and (ii) with respect to any Mortgage Loan that (A) represents
at least 2.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance
of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with which
it is cross-collateralized or cross-defaulted as a single Mortgage Loan) based on Stated Principal Balance and has a Stated Principal
Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than $20,000,000, (D) has a loan-to-value ratio
that is equal to or greater than 85% (including any existing and proposed debt) and has a Stated Principal Balance of at least
$10,000,000, (E) has a debt service coverage ratio that is less than 1.20x (in each case, determined based upon the aggregate
of the principal balance of the Mortgage Loan (or Serviced Whole Loan, if applicable) and the principal amount of the proposed
additional lien) and has a Stated Principal Balance of at least $10,000,000, (F) is the 1000 Wilshire Whole Loan or (G) is a Mortgage
Loan as to which the related Serviced Companion Loan represents one of the 10 largest mortgage loans in the related other securitization
(provided that the master servicer or special servicer, as applicable, will be entitled to reasonably rely upon the written
notification provided by the master servicer, special servicer, trustee or certificate administrator of such other securitization
as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization, or if no timely
response is received, permitted to rely upon the most recent CREFC® Reports from such other securitization), a Rating Agency
Confirmation is received by the Master Servicer or the applicable Special Servicer, as the case may be, from each Rating Agency
and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any). Notwithstanding anything herein to the
contrary, with respect to any applicable Excluded Loan related to the Controlling Class Representative (regardless of whether
a an Operating Advisor Consultation Event has occurred and is continuing), the applicable Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
that it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the applicable Special
Servicer,


 






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that is processing the related action, as applicable, shall (if not already provided in accordance with Section 3.25
of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion
Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the applicable
Special Servicer, that is processing the related action, as applicable, shall use reasonable efforts to make the related Mortgagor
bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor
shall be advanced as a Property Protection Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with
respect to the satisfaction of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced
under this Agreement, the applicable Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all
Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), shall determine whether conditions to further encumbrance
have been satisfied (provided that there is no lender discretion with respect to the satisfaction of such conditions),
or (2) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Mortgage
Loans for which there is no mortgagee discretion in determining whether conditions are satisfied, shall make such determination
with respect to whether such conditions have been satisfied.


 


Upon
receiving a request for any matter described in this Section 3.08(b) that constitutes a Special Servicer Decision or a
Major Decision (except with regard to the proviso in the definition of “Special Servicer Decision” or “Major
Decision”, as applicable), the Master Servicer shall forward such request to the applicable Special Servicer and, unless
the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall process such request with
respect to a Non-Specially Serviced Mortgage Loan, or if otherwise provided herein, the applicable Special Servicer shall process
such request and the Master Servicer shall have no further obligation with respect to such request or the related Special Servicer
Decision or Major Decision. If such action with respect to a Non-Specially Serviced Mortgage Loan is not a Special Servicer Decision
or a Major Decision, the Master Servicer shall process the related request and shall have no obligation to obtain the consent
of or consult with the applicable Special Servicer, Directing Holder or Operating Advisor.


 


(c)       Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)       Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
applicable Special Servicer shall agree to modify,


 






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waive or amend any term of any Mortgage Loan and related Serviced Companion
Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the applicable Special Servicer, as applicable, shall provide copies of any final waivers (except with
respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects
pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)       Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09 Realization Upon Defaulted Mortgage Loans and Companion Loans. (a) Upon an event of default under the
Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall
promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such
notice to the applicable Special Servicer. The applicable Special Servicer shall, subject to subsections (b) through (d)
of this Section 3.09, Section 3.24, subject to the Directing Holders’ and the applicable Risk Retention
Consultation Party’s respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine
lender’s rights under the related Co-Lender Agreement (in the case of a Serviced Whole Loan, on behalf of the holders
of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of
property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as
come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be
made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision
hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage
from an Uninsured Cause, the Master Servicer or the applicable Special Servicer shall not be required to make a Property
Protection Advance and expend funds toward the restoration of such property unless such Special Servicer has determined in
its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to
Certificateholders and the RR Interest Owners after reimbursement to the Master Servicer or the applicable Special Servicer,
as applicable, for such Property Protection Advance, and the Master Servicer or such Special Servicer has not determined that
such Property Protection Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.


 






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The costs and expenses incurred by the applicable Special Servicer in any such proceedings shall be advanced by the Master
Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute a
Nonrecoverable Property Protection Advance. Nothing contained in this Section 3.09 shall be construed so as to require
the Master Servicer or a Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the
Master Servicer or the applicable Special Servicer in its reasonable judgment taking into account the factors described in Section
3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a
manner consistent with the Servicing Standard. If and when the applicable Special Servicer or the Master Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted
Mortgage Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise,
the applicable Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with
respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as
a Property Protection Advance.


 


(b)       No
Special Servicer shall acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)       such
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Property
Protection Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)       Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the applicable Special
Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any
other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders,
the RR Interest Owners and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the applicable Special Servicer
has previously determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property
performed by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior
to any such acquisition of title or other action, that:


 


(i)       such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders) and the RR Interest Owners, as a collective whole as if such Certificateholders, the RR Interest Owners and,
if applicable, Companion Holders constituted a single lender, taking into account the pari passu or subordinate


 






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nature
of any related Companion Loan, to take such actions as are necessary to bring such Mortgaged Property in compliance with such
laws, and


 


(ii)       there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders) and the RR Interest Owners, as a collective whole as if such
Certificateholders, the RR Interest Owners and, if applicable, Companion Holders constituted a single lender, taking into account
the pari passu or subordinate nature of any related Companion Loan, to take such actions with respect to the affected Mortgaged
Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Property Protection Advance and the cost of
any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding
sentence shall be paid by the Master Servicer as a Property Protection Advance, unless it is a Nonrecoverable Property Protection
Advance (in which case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance
with the related Co-Lender Agreement by the Master Servicer from the Collection Account, including from the Serviced Whole Loan
Custodial Account (such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such
Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except with
respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform
such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions
described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced
Mortgage Loans, the Master Servicer and, with respect to Specially Serviced Mortgage Loans, the applicable Special Servicer (other
than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and
shall monitor the dates by which any claim or action must be taken (including delivering any notices to the insurer and using
reasonable efforts to perform any actions required under such policy) under each environmental insurance policy in effect and
obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit of the Certificateholders
and the RR Interest Owners and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with
respect to any Mortgaged Property securing a Defaulted Mortgage Loan and, in the case of a Serviced Mortgage Loan, any related
Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be
made pursuant to Section 6 of the Mortgage Loan Purchase Agreement for which the Mortgage Loan Seller could be required to repurchase
such Defaulted Mortgage Loan pursuant to Section 6 of the Mortgage Loan Purchase Agreement, then the applicable Special Servicer
shall take such action as it deems to be in the best economic interest


 






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of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized, with the consent of the Directing Holder and after consultation with the applicable
Risk Retention Consultation Party pursuant to Section 6.08 (prior to the occurrence and continuance of a Control Termination
Event and other than with respect to any applicable Excluded Loan), with the consent of the Directing Holder at such time as it
deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage
Loan has a then outstanding principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property
from the lien of the related Mortgage, (i) the applicable Special Servicer shall have notified the Rating Agencies, the Trustee,
the Certificate Administrator, the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B)
other than with respect to any applicable Excluded Loan) the Directing Holder or the applicable Risk Retention Consultation Party,
in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the applicable Special Servicer’s intention to so release such Mortgaged Property to the
Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent
of the Directing Holder as required above, the Holders of Voting Rights evidencing at least 25% of the Voting Rights shall have
consented or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s
posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being
deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that
the applicable Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent
permitted under the related Mortgage Loan documents.


 


(e)       Each
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Holder and the applicable Risk Retention Consultation Party (other than with respect to any applicable Excluded Loan), the Master
Servicer, the Certificate Administrator and the 17g-5 Information Provider monthly regarding any actions taken by such Special
Servicer with respect to any Mortgaged Property securing a Defaulted Mortgage Loan, or defaulted Companion Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses
(i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction
of both such conditions, repurchase of the related Mortgage Loan or Trust Subordinate Companion Loan by the Mortgage Loan Seller
or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)       Each
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and
required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master
Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such
information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information


 






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has been provided to the Master Servicer by such Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)       Each
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       Each
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination
shall be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Holder and the applicable Risk Retention Consultation Party (other than with respect to any applicable Excluded Loan) and the
Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.


 


Section
3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Trust Subordinate Companion Loan, or the receipt by the Master Servicer or
the applicable Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner
customary for such purposes, the Master Servicer or the applicable Special Servicer, as the case may be, will promptly notify
the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice and request shall be in the
form of a Request for Release substantially in the form of Exhibit E signed by a Servicing Officer and shall include a
statement to the effect that all amounts received or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such
deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release can
reasonably be accomplished if the Master Servicer or the applicable Special Servicer notifies the Custodian of an exigency)
of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or the
applicable Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced
Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the
related Serviced Whole Loan, is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Collection Account.


 


(b)       From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the applicable Special Servicer shall deliver to the Custodian a Request for
Release substantially in the form of Exhibit E signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian
shall deliver the Mortgage File or any document therein to the Master Servicer or the applicable Special Servicer (or a designee),
as the case may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the
Custodian of a certificate of a Servicing Officer of the Master Servicer or the applicable Special Servicer, as the case may be,
stating that such Mortgage Loan (and, in the


 






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case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that
all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection
Account (including amounts related to the related Companion Loan) pursuant to Section 3.04(a) have been or will be so deposited,
or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Custodian to
the Master Servicer or the applicable Special Servicer (or a designee), as the case may be, with the original being released upon
termination of the Trust.


 


(c)       Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special
Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature,
such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


With
respect to each Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related
Co-Lender Agreement and the related Non-Serviced Pooling Agreement, and as appropriate for enforcing the terms of such Servicing
Shift Whole Loan, as applicable, the related Non-Serviced Master Servicer submits in a Request for Release delivery to it of the
original Note, then the Custodian shall release or cause the release of such original Note to the related Non-Serviced Master
Servicer or its designee.


 


(d)       If,
from time to time, pursuant to the terms of the applicable Non-Serviced Co-Lender Agreement and the applicable Non-Serviced Pooling
Agreement, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer
requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause
the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11 Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be
entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than
the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans and any
Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related Non-Serviced
Pooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time
at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan,


 






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Companion
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan
or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting
which any related interest payment due on such Mortgage Loan, Companion Loan or deemed to be due on such REO Loan is
computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced
Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such
Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did
not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section
3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan,
Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section
3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section
6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in
whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations
hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion
Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu
Companion Loan, subject to the terms of the related Co-Lender Agreement.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following
amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications,
waivers, extensions or amendments of any Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan) including
any related Serviced Companion Loans that are not Specially Serviced Mortgage Loans, to the extent not prohibited by the related
Co-Lender Agreement and that are not Specially Serviced Mortgage Loans that do not involve a Major Decision or a Special Servicer
Decision and 50% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Mortgage Loans
(other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loans that are not Specially Serviced Mortgage
Loans to the extent not prohibited by the related Co-Lender Agreement and that involve one or more Major Decisions or Special
Servicer Decisions; (ii) 100% of all assumption application fees received on any Mortgage Loans and the Trust Subordinate Companion
Loan, only for which the Master Servicer is processing the underlying assumption related transaction (including any related Serviced
Companion Loan, to the extent not prohibited by the related Co-Lender Agreement) (whether or not the consent of the applicable
Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption, waiver, consent and earnout fees, review
fees and similar fees pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this
Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan to the extent not prohibited
by the related Co-Lender Agreement) which do not involve a Major Decision or a Special Servicer Decision; and (iv) 50% of all
assumption, waiver, consent and earnout fees, review fees and


 






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similar fees (other than assumption application and defeasance fees),
pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Mortgage Loan (including any related Serviced
Companion Loan to the extent not prohibited by the related Co-Lender Agreement) which involve a Major Decision or Special Servicer
Decision (whether or not processed by the applicable Special Servicer) and only to the extent that all amounts then due and payable
with respect to the related Mortgage Loan or Trust Subordinate Companion Loan have been paid. In addition, the Master Servicer
shall be entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any
charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and
other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually
paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Serviced Whole
Loan Custodial Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. In addition, the Master Servicer
shall also be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan)
reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related
Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. Subject to Section 3.11(d), the
Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent
provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection
Account or the Serviced Whole Loan Custodial Account in accordance with Section 3.06(b) (but only to the extent of the
Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to
and including the Master Servicer Remittance Date related to the current Distribution Date), (iii) interest or other income earned
on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan or Trust Subordinate
Companion Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment
Interest Shortfalls collected on the Mortgage Loans, Trust Subordinate Companion Loan and any Serviced Pari Passu Companion Loan,
during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer
shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable
directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the applicable Special Servicer are entitled to
receive a portion thereof (other than a split fee with respect to Penalty Charges), the Master Servicer and the applicable Special
Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective portion of such fee;
provided that (A) neither the Master Servicer nor the applicable Special Servicer shall have the right to reduce or elect
not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the applicable
Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced
or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s
portion of such fee. If the Master Servicer decides not to charge any fee


 






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(other than Penalty Charges), the applicable Special
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the applicable Special Servicer would
have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the applicable Special Servicer.


 


Notwithstanding
anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself
the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such
Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the
requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate
in excess of the Servicing Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms
be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing
Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to
receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder
(subject to reduction pursuant to the preceding sentence).


 


(b)       As
compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a
Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue
from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Specially Serviced Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially
Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the
same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on
such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease
to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan or Trust Subordinate Companion Loan. The Special
Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a).
The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer
of all of the applicable Special Servicer’s responsibilities and obligations under this Agreement. Each Special Servicer
shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)       Additional
servicing compensation in the form of (i) 100% of all Excess Modification Fees related to any modifications, waivers, extensions
or amendments of any Specially Serviced Mortgage Loans, (ii) 100% of all assumption application fees received on any Mortgage
Loans and any related Serviced Companion Loan (to the extent not prohibited by the related Co-Lender Agreement), only for which
the applicable Special Servicer is processing the underlying assumption related transaction, (iii) 100% of assumption, waiver,
consent and earnout fees, review fees and similar fees pursuant to Section 3.08 and Section 3.18 or other actions
performed in connection with this Agreement on the Specially Serviced Mortgage Loans


 






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or certain other similar fees paid by the
related Mortgagor, and (iv) 50% of all Excess Modification Fees and 50% of all assumption, waiver, consent and earnout fees, review
fees and similar fees (other than assumption application fees and defeasance fees) received with respect to all Mortgage Loans
(including any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement) (excluding any
Non-Serviced Mortgage Loan) that are not Specially Serviced Mortgage Loans that involve one or more Major Decisions or Special
Servicer Decisions, shall be promptly paid to such Special Servicer by the Master Servicer (or directly from the related Mortgagor)
to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant
to Section 3.04(a). Subject to Section 3.11(d), the applicable Special Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d); and (ii) interest
or other income earned on deposits relating to the Trust Fund in the applicable REO Account and Loss of Value Reserve Fund in
accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to
such Distribution Date). In addition, each Specific Servicer shall also be entitled to retain as additional servicing compensation
(other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to
the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid
by the related Mortgagor. Each Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout
Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan;
provided, however, that after receipt by the applicable Special Servicer of Workout Fees with respect to such Corrected
Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee
Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout
calculated at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer shall be entitled to an amount from
the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total
Workout Fees payable to the applicable Special Servicer in respect of that Corrected Loan (including any related Serviced Companion
Loan) to be $25,000. The Workout Fee shall be reduced (but not below $25,000) pursuant to the preceding sentence with respect
to each collection on such Corrected Loan from which a fee would otherwise be payable until an amount equal to such Excess Modification
Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan
again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable if and when such
Specially Serviced Mortgage Loan again becomes a Corrected Loan. No Special Servicer shall be entitled to any Workout Fee with
respect to a Non-Serviced Mortgage Loan. If the applicable Special Servicer is terminated (other than for cause) or resigns, it
shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan
that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable
if the Corrected Loan subsequently becomes a Specially Serviced Mortgage Loan. If a Special Servicer resigns or is terminated
(other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning
or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a


 






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modification, restructuring
or workout negotiated by such Special Servicer and evidenced by a signed writing, but which had not as of the time such Special
Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three
consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such
three consecutive timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout
Fees. No Special Servicer will be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be
payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other
than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives any Liquidation Proceeds or Insurance
and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be
paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and
Condemnation Proceeds are received with respect to any Corrected Loan and the applicable Special Servicer is properly entitled
to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance
and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to
the contrary, each Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect
to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout
Fee and Special Servicing Fees, if any, will be computed as provided in the related Co-Lender Agreement or to the extent such
Co-Lender Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as
provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), each Special Servicer will
also be entitled to additional fees in the form of Penalty Charges. Each Special Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment
of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums
for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not expressly payable directly out of the Collection Account or the applicable REO Account, and the applicable
Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the applicable Special Servicer are entitled to
receive a portion thereof (other than a split fee with respect to Penalty Charges), the Master Servicer and the applicable Special
Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective portion of such fee;
provided that (A) neither the Master Servicer nor the applicable Special Servicer shall have the right to reduce or elect
not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the applicable
Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced
or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s
portion of such fee. If the applicable Special Servicer decides not to charge any fee (other than Penalty Charges), the Master
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been
entitled if the


 






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applicable Special Servicer had charged a fee and the applicable Special Servicer shall not be entitled to any
of such fee charged by the Master Servicer.


 


(d)       In
determining the compensation of the Master Servicer or the Special Servicers, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan,
if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the Property Protection Advances made by
any such party with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced Pooling Agreement, to the extent
not prohibited by the applicable Non-Serviced Co-Lender Agreement) due on such Distribution Date, (ii) the Trust for all interest
on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection
with a Non-Serviced Mortgage Loan, the related trust for all interest on Property Protection Advances reimbursed by such trust
to any party under the applicable Non-Serviced Pooling Agreement, which resulted in an additional expense for the Trust, to the
extent not prohibited by the applicable Non-Serviced Co-Lender Agreement) with respect to such Mortgage Loan or related Companion
Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees
and Liquidation Fees), including without limitation, inspections by the applicable Special Servicer and all unpaid Advances incurred
since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage
Loan, which shall be payable as additional servicing compensation under the related Non-Serviced Pooling Agreement) remaining
thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related
Companion Loan was a Non-Specially Serviced Mortgage Loan, and to the applicable Special Servicer, if and to the extent accrued
on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Mortgage Loan or REO Loan. Any Penalty Charges
paid or payable as additional servicing compensation to the Master Servicer and the Special Servicers shall be distributed between
the Master Servicer and the applicable Special Servicer, on a pro rata basis, based on the Master Servicer’s and
such Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding
the foregoing, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Co-Lender Agreement
after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section
3.11(d).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Mortgage Loan prior to the applicable Servicing Shift Securitization
Date, the applicable Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property
in the same manner as any other Specially Serviced Mortgage Loan or Serviced REO Property and shall be entitled to all rights
and compensation earned with respect to such Serviced Whole Loan as applicable Special Servicer of such Serviced Whole Loan. With
respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer
will be entitled to any such compensation or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially
Serviced Mortgage Loan on the applicable


 






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Servicing Shift Securitization Date, the Non-Serviced Special Servicer and the applicable
Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the applicable Special
Servicer were being terminated as the applicable Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced
Special Servicer were replacing the applicable Special Servicer as the successor Special Servicer with respect to such Servicing
Shift Whole Loan.


 


If
a Servicing Shift Whole Loan is being specially serviced on the Servicing Shift Securitization Date, the applicable Special Servicer
shall be entitled to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including
its share of any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and
other rights in respect of such special servicing role under this Agreement.


 


(e)       With
respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible
format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the
applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received
by the applicable Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)       Each
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual Property
Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient
funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in
accordance with Section 3.05(a)(xv) on a monthly basis, from funds on deposit in the Collection Account.


 






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Section
3.12 Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Mortgage Loan) with a Stated Principal Balance of (i)
$2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24)
months, in each case, commencing in the calendar year 2019 (and each Mortgaged Property shall be inspected on or prior to
December 31, 2019); provided, however, that if a physical inspection has been performed by the applicable
Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the
Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause to be
performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty
(60) days delinquent on the related Mortgage Loan, the applicable Special Servicer shall inspect or cause to be inspected the
related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and
annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection
by the applicable Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense
of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually
received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided
that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Co-Lender
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated
Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan or Trust Subordinate Companion Loan, as applicable, and then, from the AB Mortgage Loan (and any Pari
Passu Companion Loans, on a pro rata basis) (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any related Pari Passu
Companion Loan and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The
applicable Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of
each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the
inspection and specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report has
knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of
such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of
such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such
report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The
applicable Special Servicer and the Master Servicer shall deliver or, if applicable, make available on its website a copy (in
electronic format) of each such report prepared by such Special Servicer and the Master Servicer, respectively, to the other
party, to the Directing Holder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to


 






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any applicable Excluded Loan), any related Serviced Pari Passu Companion Noteholder, the Certificate
Administrator and to the Trustee within seven (7) Business Days after the later of (i) the completion of such report or (ii)
the applicable Special Servicer’s or the Master Servicer’s, as applicable (or, if earlier, any sub-servicer on
their behalf), receipt of such report. Within five (5) Business Days after request for copies of such reports by the Rating
Agencies, the applicable Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in
electronic format) of each such report prepared by such Special Servicer and the Master Servicer, as applicable, to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website for review by Privileged Persons. In
respect of any Mortgage Loan other than an applicable Excluded Loan and prior to the occurrence of a Consultation
Termination Event, the Master Servicer shall deliver a copy of each such report to the Directing Holder and upon request to
each Controlling Class Certificateholder (which request may state that such items may be delivered until further
notice).


 


(b)       Each
Special Servicer under the Mortgage Loans for which it acts as Special Servicer, in the case of any Specially Serviced Mortgage
Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect
promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent
rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery
of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required
to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required
pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the applicable
Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor
is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the applicable Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of
each REO Property and shall collect all such items promptly following their preparation. The applicable Special Servicer shall
deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer shall make available
on its website copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Holder
and the Depositor, in electronic format, in each case within thirty (30) days of its receipt thereof, but in no event, in the
case of annual statements, later than June 30 of each year commencing June 30, 2019. Upon the request of any Privileged Person
(other than the NRSROs) to receive copies of such items, the Master Servicer or the applicable Special Servicer, as applicable,
shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or the applicable Special Servicer, as applicable, shall deliver, upon request of any Rating Agency,
copies of any of or all of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


Within
thirty (30) days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans, or the applicable
Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties (other than any Non-Serviced Mortgaged Property),
of any annual operating statements or rent rolls beginning with the quarter ending March 31, 2019 and the calendar year ending
December 31, 2018 with respect to any


 






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Mortgaged Property or REO Property, or if such date would be after June 30 of any year,
then within thirty (30) days after receipt, such Master Servicer or applicable Special Servicer, as applicable, shall, based upon
such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and
the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report; provided
that any such CREFC® Operating Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet
shall not be required to be prepared or updated with respect to year-end or the first calendar quarter of each year to the extent
provided by the then current CREFC® Investor Reporting Package. Upon the occurrence and continuation of a Servicing
Transfer Event, the Master Servicer shall provide the applicable Special Servicer with all prior CREFC® Operating
Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan or Serviced Whole
Loan (including underwritten figures), and the applicable Special Servicer’s obligations hereunder shall be subject to its
having received all such reports. The Master Servicer and the applicable Special Servicer shall forward, upon request, to the
other and (prior to the occurrence of a Consultation Termination Event) the Directing Holder electronically monthly all operating
statements and rent rolls received from any Mortgagor from the prior month.


 


All
CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained
by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property
(other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies thereof (in electronic format and
promptly following the initial preparation and each material revision thereof) (i) upon request of any of the following parties,
to the Certificate Administrator, the Directing Holder, the applicable Special Servicer and, with respect to any Serviced Companion
Loan, the related Companion Holder, as applicable, and (ii) upon request of any Rating Agency, to the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website. The Master Servicer
shall forward copies of the related operating statements or rent rolls (promptly following the initial preparation and each material
revision thereof) (i) upon request of any of the following parties, to the Certificate Administrator, the Directing Holder, the
applicable Special Servicer and, with respect to any Serviced Companion Loan, the related Companion Holder, as applicable and
(ii) upon request of any Rating Agency, to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such
items to the 17g-5 Information Provider’s Website. The Master Servicer shall maintain a CREFC® Operating
Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other
than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(c)       At
or before 12:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling Class
Representative, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Mortgage Loans (excluding, for the Directing Holder, any applicable Excluded Loans) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer in an electronic
format, reasonably acceptable to the Master Servicer as of the Business Day


 






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preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Mortgage Loan Status Report, (ii) a CREFC® Historical Loan
Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC®
Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC®
Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statements and
rent rolls submitted by the Mortgagor.


 


(d)       Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning August 2018, the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Mortgage Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report,
(B) CREFC® Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required to
be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the applicable Special
Servicer and Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination
Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer
Fees delivered pursuant to Section 3.11(e) to the extent received from the applicable Special Servicer, if any. Additionally,
not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning August 2018, the Master Servicer
shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received
from the applicable Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution
Date beginning August 2018, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic
format the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template if provided
for such Distribution Date. In no event shall any report described in this subsection be required to reflect information that
has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due. The Master Servicer, by
(i) prior to the securitization of the related Companion Loan, the Distribution Date or (ii) following the securitization of the
related Companion Loan, no later than the time(s) that it or any portion thereof is made available to the Certificate Administrator,
shall make available to each Serviced Companion Noteholder with respect to the related Whole Loan or, if such Serviced Companion
Loan is securitized, the respective Other Servicer, the CREFC® Investor Reporting Package (CREFC® IRP)
(excluding any templates) pursuant to the terms of this Agreement on a monthly basis.


 


Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning August 2018, the Master Servicer shall
deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master


 






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Servicer shall have no obligation to prepare or deliver any such CREFC® Schedule AL File unless the Depositor has delivered
the items required by Section 2.01(i). If the CREFC® Schedule AL File is not provided by the date specified in the
immediately preceding sentence, the Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer
via email at ssreports@wellsfargo.com, with a copy to the Depositor at gs-refgsecuritization@gs.com. In preparing the CREFC®
Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation
or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness,
accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation
S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional
File and the Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule
AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC®
Schedule AL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the
Master Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely
with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL
Additional Files to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile, edit
or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or any Schedule
AL Additional File.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the applicable Special Servicer’s reports and any information provided
by the Trustee, without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated
therein.


 


(e)       Each
Special Servicer shall deliver to the Master Servicer the reports and information required of such Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator the
reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the applicable Special Servicer pursuant to Section 3.12(b) and Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided
by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are,
in turn, based on information or reports to be provided by the applicable Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the applicable Special Servicer
pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information
or reports to the Certificate Administrator until it has received the requisite information or reports from the applicable Special
Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section
3.12(d) caused by the applicable Special Servicer’s failure to timely provide any information or report required under
Section 3.12(b) or Section 3.12(c) of this Agreement.


 






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(f)       Notwithstanding
the foregoing, however, the failure of the Master Servicer or a Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or such Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and a Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or a Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)       Unless
otherwise specifically stated herein, if the Master Servicer or a Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or such Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Holder,
making such statement, report or information available on the Master Servicer’s or the applicable Special Servicer’s
Internet website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and each Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the applicable Special Servicer, as the case may be. The Master Servicer or the applicable Special
Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system
problems, however, copies in electronic format shall follow upon the correction of such system problems.


 


Section
3.13 Access to Certain Information. (a) Each of the Master Servicer and the Special Servicers shall provide or
cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to the Mortgage
Loan Seller and to any Certificateholder or RR Interest Owner that is a federally insured financial institution, the OCC, the
FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and
examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that
may exercise authority over any such Certificateholder, and such RR Interest Owner and to each Holder of a Non-Registered
Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage
Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and the
Trust within its control which may be required by applicable law. At the election of the Master Servicer, the applicable
Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the
delivery of copies of information as requested by such Person and the Master Servicer, such Special Servicer or the
Certificate Administrator shall be permitted to


 






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require payment (other than from the Directing Holder and the Trustee and the
Certificate Administrator on its own behalf or on behalf of the Certificateholders and the RR Interest Owners, as applicable)
of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall
(except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The
failure of the Master Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of
a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicers may each (i) affix a reasonable disclaimer to
any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form
of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being
provided through the Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold access to confidential
information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File
for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage
Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement
to the contrary, the failure of the Master Servicer or a Special Servicer to disclose any information otherwise required to be
disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer
or such Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable
Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute
a waiver of the attorney-client privilege on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust.
Without limiting the generality of the foregoing, the Master Servicer or a Special Servicer may refrain from disclosing information
that it reasonably determines would prejudice the interest of the Certificateholders with respect to a workout or exercise of
remedies as to any particular Mortgage Loan or Trust Subordinate Companion Loan.


 


Upon
the reasonable request of any Certificateholder or RR Interest Owner (or with respect to any AB Subordinate Companion Loan, the
holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable
satisfaction, the Master Servicer may provide (or forward electronically) at the expense of such Certificateholder, such RR Interest
Owner or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls
and financial statements (in each case, solely relating to the related Serviced AB Whole Loan, if requested by the holder of an
AB Subordinate Companion Loan or a Holder of the Loan-Specific Certificates) obtained by the Master Servicer; provided
that, in connection with such request, the Master Servicer may require a written confirmation executed by the requesting Person
substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person will
keep such information confidential and shall use such information only for the purpose of


 






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analyzing asset performance and evaluating
any continuing rights the Certificateholder, a RR Interest Owner or holder of such AB Subordinate Companion Loan, as applicable,
may have under the Trust.


 


Notwithstanding
anything to the contrary herein, unless required by applicable law or court order, no Certificateholder or beneficial owner shall
be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)       The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
the Mortgage Loan Purchase Agreement, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)         The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)       the
Prospectus and any other disclosure document relating to the Offered Certificates or Loan-Specific Certificates, in the form most
recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       the
Mortgage Loan Purchase Agreement and any amendments and exhibits thereto; and


 


(D)       the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)         the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)       any
reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)        The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the
definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®



 






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Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC®
Appraisal Reduction Amount Template, the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer
pursuant to this Agreement from time to time; and


 


(C)       all
Operating Advisor Annual Reports;


 


(iv)        The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period or a 1000 Wilshire Control Termination Event, as applicable,
summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the
Certificate Administrator pursuant to Section 3.19(d);


 


(B)       all
environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)       all
property inspection reports delivered to the Certificate Administrator pursuant to Section 3.09(e);


 


(D)       any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(E)       any
Appraisal Reduction Amount, any Collateral Deficiency Amount, and any resulting Cumulative Appraisal Reduction Amount delivered
to the Certificate Administrator pursuant to Section 4.05(a) (which may be in the form of the CREFC® Loan
Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor
Reporting Package);


 


(v)        The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)       any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)       any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or Whole Loan pursuant to Section 3.18(g);


 


(C)       any
notice of final payment on the Certificates or the RR Interests delivered to the Certificate Administrator pursuant to Section
4.01(i);


 


(D)       any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or a Special Servicer delivered
pursuant to Section 7.01;


 






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(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders or the RR Interest Owners pursuant to Section 12.01;


 


(F)       any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)       any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)       any
notice of resignation of the Trustee, or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)       any
notice of resignation or termination of the Master Servicer or the applicable Special Servicer pursuant to Section 7.03;


 


(K)       any
notice of termination pursuant to Section 9.01;


 


(L)       any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor Asset Representations Reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)       any
notice of any request by requisite percentage of Voting Rights for a vote to terminate the applicable Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer pursuant
to Section 12.05(b);


 


(N)       any
notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)       any
notice that a Control Termination Event or an Operating Advisor Consultation Event has occurred or is terminated or that a Consultation
Termination Event has occurred;


 


(P)       any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 






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(R)       any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)       any
attestation reports delivered to the Certificate Administrator;


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(vi)        the
“Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(vii)       solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)      subject
to Section 3.32(b), the following “risk retention special notices”, if any, shall also be posted to the “Risk
Retention Special Notices” tab on the Certificate Administrator’s Website:


 


(A)       the
disclosure required pursuant to Section 244.4(c)(1)(ii) of the Risk Retention Rule; and


 


(B)       any
noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by the Third Party Purchaser
or a successor third party purchaser as and to the extent the Sponsor is required under the credit risk retention requirements
under Section 15G of the Exchange Act;


 


provided
that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an applicable Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event
to the extent the Certificate Administrator has been notified of such Excluded Loan.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described above, provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered
to receive access to the Certificate Administrator’s Website that a notice has been posted to the “Risk Retention
Special Notices” tab.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and
reports related to the Mortgage Loans available through its Internet website.


 






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Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party.


 


Any
Person (other than the Directing Holder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled
to access the Distribution Date Statements and the following items made available to the general public: the Prospectus, this
Agreement, the Mortgage Loan Purchase Agreement and the SEC filings on the Certificate Administrator’s Website. In the case
of the Directing Holder or a Controlling Class Certificateholder or a 1000 Wilshire Controlling Class Certificateholder, if any
such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the applicable Special Servicer
the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially
in the form Exhibit P-1E and upon delivery to the Certificate Administrator in physical form of an investor certification
substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, such Excluded Controlling Class Holder shall be entitled to access all information (other than the Excluded
Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the
Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loans)) available on the Certificate Administrator’s Website.


 


In
the case of the Directing Holder or a Controlling Class Certificateholder or a 1000 Wilshire Controlling Class Certificateholder
that is not an Excluded Controlling Class Holder, upon delivery of an investor certification substantially in the form of Exhibit
P-1B hereto, such Directing Holder or Controlling Class Certificateholder or a 1000 Wilshire Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special
Servicers, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification
in the form of Exhibit P-1B hereto from the Directing Holder or a Controlling Class Certificateholder or a 1000 Wilshire
Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor
certification in the form of Exhibit P-1D hereto from the Directing Holder or a Controlling Class Certificateholder or
a 1000 Wilshire Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with
respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Holder or a Controlling Class Certificateholder
or a 1000 Wilshire Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly
notify each of the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class
Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator
a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to
the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation


 






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from the Certificate
Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification
substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except
that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the
Master Servicer, the applicable Special Servicer and the Operating Advisor shall mark or label such information as “Excluded
Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the
Certificate Administrator’s Website such Excluded Information (and, if possible, on loan-by-loan basis) from information
relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the applicable
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially
in the form of Exhibit P-1E from the Directing Holder or a Controlling Class Certificateholder or a 1000 Wilshire Controlling
Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicers,
the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Directing Holder or a Controlling
Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded
Controlling Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the
Certificate Administrator’s Website) if the Master Servicer, the applicable Special Servicer, the Operating Advisor or the
Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling
Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such
information was not delivered to the Certificate Administrator in accordance with Section 3.30(a).


 


Each
of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled
to conclusively rely on delivery from the Directing Holder or a Controlling Class Certificateholder or a 1000 Wilshire Controlling
Class Certificateholder of an investor certification substantially in the form of Exhibit P-1B that it is not or is no
longer an Excluded Controlling Class Holder. To the extent the Directing Holder or a Controlling Class Certificateholder receives
access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, such Directing Holder or Controlling Class Certificateholder shall be deemed to have agreed
that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related
Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Holder or Controlling Class Certificateholder
or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property
or (D) to its actual knowledge, any


 






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non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party,
and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the
obligations described in clause (i) above.


 


To
the extent a Risk Retention Consultation Party or a RR Interest Owner receives access pursuant to this Agreement to any information
solely related to a Mortgage Loan or the Trust Subordinate Companion Loan with respect to which such party is a Borrower Party
(which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to
Specially Serviced Loans conducted by the applicable Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding the applicable Special Servicer’s net present
value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d), and any Officer’s
Certificates delivered by the Trustee, the Master Servicer or the applicable Special Servicer, supporting any determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information with respect to such
Mortgage Loan or Trust Subordinate Companion Loan that is aggregated with information of other Mortgage Loans at a pool level),
on the Certificate Administrator’s Website or otherwise receives access to such information, such Risk Retention Consultation
Party or such RR Interest Owner shall be deemed to have agreed that it (i) will not directly or indirectly provide any such information
to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or such RR Interest
Owner or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged
Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower
Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply
with the obligations described in clause (i) above. 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 such applicable Excluded Loan) shall be considered information that is aggregated with information of other Mortgage Loans
at a pool level.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website or its filing of such information pursuant to this Agreement, including, but
not limited to, filing via EDGAR and assumes no responsibility therefor, other than with respect to such reports, documents or
other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility
for any information distributed by it or filed by it, as applicable, for which it is not the original source. Notwithstanding
anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating
to any Excluded Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset
Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not
properly identified as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b)), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information


 






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in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)       The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “GSMS 2018-GS10” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)         any
notices of waivers under Section 3.08(d);


 


(ii)        any
Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)       any
notice of final payment on the Certificates or the RR Interests;


 


(iv)      any
environmental reports delivered by the applicable Special Servicer under Section 3.09(e);


 


(v)       any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)      any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)     any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)    any
notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)       copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)        any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)       any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)      any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 






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(xiii)     any
notice of a Servicer Termination Event or termination of the Master Servicer or a Special Servicer delivered pursuant to Section
7.01;


 


(xiv)     any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)      any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)     any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)    any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the applicable Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Co-Lender Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom
the communication was held pursuant to Section 3.13(g);


 


(xviii)   any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)      any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.,
New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City
time; provided, however, that any information delivered pursuant to Section 3.15(d) shall be posted in accordance
with Section 3.15(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything
other than what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate
Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website.
The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual
knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5
Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g-5
Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an
NRSRO Certification in the form of Exhibit P-2 hereto (which


 






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certification may be submitted electronically via the 17g-5
Information Provider’s Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access
shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made prior to
2:00 p.m., New York City time, on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business
Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “GSMS 2018-GS10” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 website (the “Pre-close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media, and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall notify each Person that has
signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the e-mail notice. The 17g-5 Information Provider shall
send such notice to such Person’s e-mail address provided by and used by such Person for the purpose of accessing the 17g-5
Information Provider’s Website, including a general e-mail address if such general e-mail address has been provided to the
17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “GSMS 2018-GS10”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


Notwithstanding
anything to the contrary contained in this Agreement, none of the foregoing information which relates solely to the Loan-Specific
Certificates and does not


 






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contain information related to the corresponding Whole Loan or other Certificates shall be required
to delivered to the Rating Agencies or be posted to the 17g-5 Information Provider’s Website.


 


(d)       The
Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information
that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5
Information Provider and the 17g-5 Information Provider may, but shall not be obligated to post such information in accordance
with the timeframe provided in Section 3.15(c) above, provided, however, that if the 17g-5 Information Provider
is not able to post such information in accordance with the timeframe in Section 3.15(c), then it shall post such information
within a reasonable time. The Master Servicer or the applicable Special Servicer, as applicable, shall not send such information
directly to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the
17g-5 Information Provider’s Website.


 


(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Financial Market Publishers) at the direction of the Depositor
which may be in the form of a standing order, and providing such information shall not constitute a breach of this Agreement by
the Certificate Administrator. Such information will be made available to such third parties upon receipt of a certificate in
the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s
Website.


 


(f)       Each
of the Master Servicer and the Special Servicers may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of
Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicers shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor
Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s or the applicable Special
Servicer’s website, and (B) acknowledge that the Master Servicer or such Special Servicer may contemporaneously provide
such information to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master
Servicer’s or the applicable Special


 






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Servicer’s website, the Master Servicer and such Special Servicer may require
registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the
confidential nature of such information. In connection with providing access to or copies of the information described in this
Section 3.13(f) to current or prospective Certificateholders or RR Interest Owners the form of confidentiality agreement
used by the Master Servicer or the applicable Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder
or a RR Interest Owner, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of
Certificates or a RR Interest Owner and will keep such information confidential (except that such Certificateholder or such RR
Interest Owner may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that
holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms
in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii)
in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor
Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment
advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential with no further dissemination (except that such Certificateholder or such RR Interest
Owner may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment
advisor acting on behalf of a current or prospective Certificateholder or RR Interest Owner, the Investor Certification shall
be executed and delivered by both the investment advisor and such current or prospective Certificateholder or RR Interest Owner.


 


Neither
the Master Servicer nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicers shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the applicable Special Servicer, as
the case may be.


 


(g)       The
Master Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Co-Lender
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Holder and the Risk Retention Consultation


 






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Parties or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under
this Agreement in electronic format.


 


(i)       None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s
approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the applicable Special Servicer,
as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s
evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the applicable
Special Servicer’s, as the case may be, servicing operations in general; provided, that the Master Servicer, the
Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall not provide any information
relating to the Certificates or the Mortgage Loans or Trust Subordinate Companion Loan, to any Rating Agency or NRSRO in connection
with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers
are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the
17g-5 Information Provider’s Website; or (z) the Rating Agency confirms in writing that it does not intend to use such information
in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies
may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability
results from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency is subject) or comprised
of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5
information provider’s website that they have access to) other than pursuant to this Section 3.13(i).


 


(j)       The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicers, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14 Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO
Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or
regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee, or a
separate agent on behalf of the Certificateholders and the RR Interest Owners and, if applicable, on behalf of the related
Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is
excluded for all purposes of this Section 3.14. Each Special Servicer, on behalf of the Trust and, if applicable, the
related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following
the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section
1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer either (i) applies for an
extension


 






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of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership
(or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an
“REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the
Trustee, the Certificate Administrator an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator, to the
effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the
year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If the applicable Special Servicer is
granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains
the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, such Special Servicer shall
sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as
the case may be. Any expense incurred by a Special Servicer in connection with its being granted the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause
(ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section
3.05(a).


 


(b)       Each
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish and
maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and the RR Interest
Owners and, if applicable, on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the
Trustee (as holder of the Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO
Property. The REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited,
in the applicable REO Account, within one (1) Business Day after receipt of properly identified funds, all REO Revenues, Insurance
and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested
in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer shall give notice to the Trustee,
the Certificate Administrator, and the Master Servicer of the location of the applicable REO Account when first established and
of the new location of the applicable REO Account prior to any change thereof.


 


(c)       The
applicable Special Servicer shall withdraw from the applicable REO Account funds necessary for the proper operation, management,
insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable
REO Account relating to such REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y)
2 Business Days after such amounts are received and properly identified and determined to be available (or with respect to a Serviced
Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall
withdraw from the applicable REO Account and remit to the Master Servicer, which shall deposit into the Collection Account (or
the Serviced Whole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each REO Property
during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding
sentence and (ii) Net Investment Earnings on amounts on deposit in the applicable REO Account; provided, however,
that the applicable


 






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Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of
such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements
and other related expenses for the related REO Property. In addition, on the later of the date that is (x) on or prior to each
Determination Date or (y) 2 Business Days after such amounts are received and properly identified and determined to be available
(or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the applicable
Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit
in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by such
Special Servicer on the day the Master Servicer receives the written accounting as provided in the previous sentence.


 


(d)       The
applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the applicable REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


(e)       With
respect to a Trust Subordinate Companion Loan, references to actions being taken for the benefit of such Trust Subordinate Companion
Loan in this Section 3.14 shall be deemed to be taken also for the benefit of the Holders of the Loan-Specific Certificates,
as beneficial owners of such Trust Subordinate Companion Loan.


 


Section
3.15 Management of REO Property. (a) If title to any REO Property is acquired, the applicable Special Servicer
shall manage, consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the
benefit of the Certificateholders, the RR Interest Owners and the related Companion Holders, and the Trustee (as holder of
the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests) solely for the purpose of
its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced
Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the
Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the applicable Special Servicer shall have full
power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit of
the Certificateholders and the RR Interest Owners (and, in the case of each Serviced Whole Loan, the related Companion
Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC
Regular Interests) all as a collective whole (taking into account the subordinate or pari passu nature of any
Companion Loan, as the case may be) (as determined by the applicable Special Servicer in its reasonable judgment in
accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a
Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the
applicable Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion
Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it
determines that earning such income is in the best interests of Certificateholders and the RR Interest Owners and, if
applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or
operating such REO Property on a different basis. In connection therewith, the applicable Special Servicer shall deposit or
cause to be


 






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deposited on a daily basis (and in no event later than one (1) Business Day following receipt of such properly
identified funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related
REO Loan, and shall withdraw from the applicable REO Account, to the extent of amounts on deposit therein with respect to
such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property,
including, without limitation:


 


(i)         all
insurance premiums due and payable in respect of such REO Property;


 


(ii)        all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)       any
ground rents in respect of such REO Property, if applicable; and


 


(iv)       all
costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the applicable REO Account in respect of any REO Property are insufficient for the purposes
set forth in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving
notice from the applicable Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance
from its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered
to the Trustee, the applicable Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage
Loan other than an applicable Excluded Loan or Trust Subordinate Companion Loan, and prior to the occurrence of a Consultation
Termination Event) the Directing Holder) such advances would, if made, constitute Nonrecoverable Property Protection Advances.


 


(b)       Without
limiting the generality of the foregoing, each Special Servicer shall not:


 


(i)         permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)        permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)       authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan or Trust Subordinate Companion Loan, if applicable, became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or


 


(iv)       Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 






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unless,
in any such case, the applicable Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master
Servicer as a Property Protection Advance) to the effect that such action will not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the
benefit of the Trust, in which case the applicable Special Servicer may take such actions as are specified in such Opinion of
Counsel.


 


(c)       Each
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)         the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)        the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)       any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the
applicable Special Servicer upon receipt;


 


(iv)       none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)       each
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


Each
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the applicable Special Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)       When
and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16 Sale of Defaulted Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted
Mortgage Loan has become a Specially Serviced Mortgage Loan, the applicable Special Servicer shall order (but shall not be
required to have


 






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received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair
value of such Defaulted Mortgage Loan in accordance with the Servicing Standard; provided, however, that if the
applicable Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property,
such Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within
thirty (30) days) after its receipt of such an Appraisal. The applicable Special Servicer may, from time to time, adjust its
fair value determination based upon changed circumstances, new information and other relevant factors, in each instance in
accordance with a review of such circumstances and new information in accordance with the Servicing Standard; provided
that the applicable Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value
determination and any adjustment to its fair value determination.


 


(ii)       If
any Mortgage Loan and Serviced Companion Loan subject to a Co-Lender Agreement is a Specially Serviced Mortgage Loan or to the
extent otherwise required pursuant to the terms of the related Co-Lender Agreement, then the applicable Special Servicer (with
respect to a Specially Serviced Mortgage Loan) or the Master Servicer (with respect to a Non-Specially Serviced Mortgage Loan)
shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any
events requiring notice under the Co-Lender Agreement in accordance with the terms thereof. Thereafter, any related Companion
Holder and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary,
have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the
related Co-Lender Agreement.


 


(iii)       If
any Mortgage Loan not subject to a Co-Lender Agreement becomes a Specially Serviced Mortgage Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to a Co-Lender Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Mortgage Loan on behalf of the Certificateholders and the RR Interest
Owners and the holder of any related Serviced Pari Passu Companion Loan in such manner as will be reasonably likely to maximize
the value of the Defaulted Mortgage Loan on a net present value basis, if and when the applicable Special Servicer determines,
in accordance with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be
made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Certificateholders
and the RR Interest Owners or, in the case of a Serviced Pari Passu Whole Loan, Certificateholders, the RR Interest Owners and
any holder of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders, the RR Interest
Owners and Serviced Pari Passu Companion Loan holder constituted a single lender, taking into account the pari passu or
subordinate nature of any related Companion Loan) and, if applicable, the related Companion Holder. In the case of the Non-Serviced
Mortgage Loan, under certain limited circumstances permitted under the related Co-Lender Agreement, to the extent that such Non-Serviced
Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the applicable Special Servicer for the Non-Serviced
Whole Loan, the applicable Special Servicer will be entitled to sell (with respect to any Mortgage Loan other than an


 






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applicable
Excluded Loan, (i) with the consent of the Directing Holder, if no Control Termination Event has occurred and is continuing and
(ii) after consulting with the applicable Risk Retention Consultation Party pursuant to Section 6.08) such Non-Serviced
Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the
Certificateholders and the RR Interest Owners, the applicable Special Servicer is required to give the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor, any related Companion Holder and (other than in respect of any applicable
Excluded Loan) the Directing Holder and the applicable Risk Retention Consultation Party not less than ten (10) days’ prior
written notice of its intention to sell any Specially Serviced Mortgage Loan, in which case the applicable Special Servicer is
required to accept the highest offer received from any person for such Specially Serviced Mortgage Loan in an amount at least
equal to the Purchase Price or, at its option, if it has received no offer at least equal to the Purchase Price therefor, purchase
such Specially Serviced Mortgage Loan at such Purchase Price.


 


(iv)       (A)
In the case of a Specially Serviced Mortgage Loan as to which a default has occurred and is continuing, in the absence of any
offer at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer
for such price), the applicable Special Servicer shall, subject to subclause (B) below, accept the highest offer received
from any Person that is determined by the applicable Special Servicer to be a fair price for such Specially Serviced Mortgage
Loan, if the highest offeror is a Person other than an Interested Person. If the highest offeror is an Interested Person, the
Trustee, subject to any additional conditions in an applicable Co-Lender Agreement, (based upon updated Appraisals ordered by
the applicable Special Servicer and received by the Trustee (or ordered by the Trustee if the applicable Special Servicer or any
of its Affiliates is an Interested Person)) shall determine the fair price; provided, however, that no offer from
an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than
the applicable Purchase Price, at least two other offers are received from independent third parties, and any such determination
by the Trustee shall be binding upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination.
In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Mortgage Loan,
the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with
this Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided
in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Property Protection Advance
by the Master Servicer. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair
price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar
to the subject Mortgage Loan or Trust Subordinate Companion Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Trust Subordinate Companion Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions


 






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of value incurred
by any such third party shall be covered by, and shall be paid in advance of any such determination, from the offering Interested
Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such
Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment,
such expense shall be reimbursable to the Trustee by the Master Servicer as a Property Protection Advance but the applicable Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially
Serviced Mortgage Loan.


 


(B)       The
applicable Special Servicer will not be obligated to accept the highest offer if the applicable Special Servicer determines (with
respect to any Mortgage Loan or Trust Subordinate Companion Loan other than an applicable Excluded Loan, in consultation with
the Directing Holder (unless a Consultation Termination Event exists), the applicable Risk Retention Consultation Party subject
to the limitations on consultation set forth in Section 6.08 and, in the case of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the
requirements of any related Co-Lender Agreement), that the rejection of such offer would be in the best interests of the Certificateholders
(including the holders of the Loan-Specific Certificates taking into account the subordinate nature of the Loan-Specific Certificates)
and the RR Interest Owners and, in the case of a sale of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced
Pari Passu Whole Loan, and any holder of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders,
the RR Interest Owners and Serviced Pari Passu Companion Loan holder constituted a single lender, taking into account the pari
passu or subordinate nature of any related Companion Loan) and, if applicable, the related Companion Holder. In addition,
the applicable Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard (and subject
to the requirements of any related Co-Lender Agreement), that the acceptance of such offer would be in the best interests of the
Certificateholders (including the holders of the Loan-Specific Certificates taking into account the subordinate nature of the
Loan-Specific Certificates), the RR Interest Owners and, in the case of a sale of a Serviced Pari Passu Whole Loan or an REO Property
related to a Serviced Pari Passu Whole Loan, and any holder of a related Serviced Pari Passu Companion Loan (as a collective whole
as if such Certificateholders, the RR Interest Owners and Serviced Pari Passu Companion Loan holder constituted a single lender,
taking into account the pari passu or subordinate nature of any related Companion Loan) and, if applicable, the related
Companion Holder (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the
applicable Special Servicer or a Person that is an Affiliate of such Special Servicer. The applicable Special Servicer shall use
reasonable efforts to sell all Specially Serviced Mortgage Loans prior to the Rated Final Distribution Date. For


 






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the avoidance
of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant
to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)       Unless
and until any Specially Serviced Mortgage Loan is sold pursuant to this Section 3.16(a), the applicable Special Servicer
shall pursue such other resolution strategies with respect to such Specially Serviced Mortgage Loan, including, without limitation,
workout and foreclosure, as the applicable Special Servicer may deem appropriate, consistent with the Asset Status Report and
the Servicing Standard and the REMIC Provisions.


 


(b)       (i)
(A) The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole
Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan).
The applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such
sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the
applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the Master Servicer, each
Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an applicable Excluded Loan and
prior to the occurrence of a Consultation Termination Event, the Directing Holder and the applicable Risk Retention Consultation
Party, not less than ten (10) days’ prior written notice of the Purchase Price and its intention to (i) purchase any REO
Property at the Purchase Price therefor or (ii) sell any REO Property, in which case such Special Servicer shall accept the highest
offer received from any Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent
permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer,
the applicable Special Servicer or an Affiliate of such Special Servicer, or an employee of either of them may act as broker in
connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that does not
exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s
length.


 


(B)       In
the absence of any such offer as set forth in subclause (b) above, the applicable Special Servicer shall, subject to subclause
(C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1)
by such Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person; provided, however, that no offer from an Interested Person will constitute a fair
price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price ,at least two
other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 






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(C)       No
Special Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders, the RR Interest Owners and, with respect to any Serviced Whole Loan, the related Companion Holder, in
either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans). In addition, such Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard,
that acceptance of such offer would be in the best interests of the Certificateholders, the RR Interest Owners and, with respect
to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective whole (taking into account the subordinate
or pari passu nature of any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is
more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable);
provided that the offeror is not the applicable Special Servicer or a Person that is an Affiliate of such Special Servicer.


 


(D)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty
(30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Property Protection
Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such
amounts from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property,
the applicable Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser
or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical
condition of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion Holders,
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the applicable Special Servicer, the Certificate


 






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Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance
documents may contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if
consummated in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicers, the Depositor,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer nor the Trustee shall have any liability
to the Trust or any Certificateholder, RR Interest Owner or related Companion Holder (if applicable) with respect to the purchase
price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)       Any
sale of a Defaulted Mortgage Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)       With
respect to each Serviced Pari Passu Whole Loan and the 1000 Wilshire Whole Loan, pursuant to the terms of the related Co-Lender
Agreement and this Agreement, if the related Whole Loan becomes a defaulted loan, and if the applicable Special Servicer determines
to sell the related Mortgage Loan that has become a Defaulted Mortgage Loan in accordance with this Section 3.16, then
the applicable Special Servicer shall sell the related Serviced Pari Passu Companion Loan and, in the case of the 1000 Wilshire
Whole Loan, the Trust Subordinate Companion Loan, together with such Mortgage Loan as one whole loan and shall require that all
offers be submitted to the applicable Special Servicer in writing. To the extent a determination is required to be made hereunder
as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall be made by the Trustee
if the offeror is an Interested Person. Notwithstanding the foregoing, the applicable Special Servicer will not be permitted to
sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole
Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent
is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless
the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen
(15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days
prior to the permitted sale date, a copy of each bid package (together with any material amendments to such bid packages) received
by the applicable Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed
sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file
reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that are material to the sale price of the
Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is
afforded to other offerors and the Controlling Class Representative and the applicable Risk Retention Consultation Party) prior
to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the applicable Special Servicer in connection with the proposed sale. The holder of
the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such
Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such
sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan


 






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may waive
any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee
is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option
and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or
commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject
Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price
for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be paid in advance of any such determination by the Interested Person and
the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person.


 


(e)       (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Co-Lender Agreement,
the holder of the related Serviced Subordinate Companion Loan for each applicable Serviced AB Whole Loan (other than the 1000
Wilshire Whole Loan) and will have the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such
right of the holder of the Serviced Subordinate Companion Loan shall be given priority over any provision described in this Section
3.16 as and to the extent set forth in the related Co-Lender Agreement. If the related Mortgage Loan or related REO Property
is purchased by the holder of such Serviced Subordinate Companion Loan, repurchased by the Mortgage Loan Seller or otherwise ceases
to be subject to this Agreement, the related Serviced Subordinate Companion Loan will no longer be subject to this Agreement.
In addition, pursuant to the terms of the related Co-Lender Agreement, any sale of a Serviced AB Whole Loan (other than the 1000
Wilshire Whole Loan) that is a Defaulted Mortgage Loan or Specially Serviced Mortgage Loan pursuant to this Section 3.16
(other than in connection with the purchase of the applicable Serviced AB Whole Loan by the related Serviced Subordinate Companion
Loan) shall not include any related Serviced Subordinate Companion Loan. As a result, any reference in this Section 3.16
to the sale, or determination of fair value, of a Serviced AB Whole Loan that is a Defaulted Mortgage Loan or Specially Serviced
Mortgage Loan (other than in connection with the purchase of the applicable Serviced AB Whole Loan by the related Serviced Subordinate
Companion Loan) shall be deemed to exclude any related Serviced Subordinate Companion Loan.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Co-Lender
Agreement.


 


(f)       Unless
otherwise provided in a Co-Lender Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing
released basis.


 


(g)       In
the event the Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf of the
Trust pursuant to the related Co-Lender Agreement, neither the Master Servicer nor such Special Servicer shall exercise such right.


 






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Section
3.17 Additional Obligations of Master Servicer and Special Servicers. (a) The Master Servicer shall deliver all
Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari
Passu Companion Loan or Trust Subordinate Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account on each Master Servicer Remittance Date, without any right of reimbursement therefor. The Master
Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to
the Companion Paying Agent for deposit in the Serviced Whole Loan Custodial Account on each Master Servicer Remittance Date,
without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest
Payment allocated to the Trust Subordinate Companion Loan to the Certificate Administrator for deposit in the Trust
Subordinate Companion Loan REMIC Distribution Account on each Master Servicer Remittance Date, without any right of
reimbursement therefor.


 


(b)       The
Master Servicer or each Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Co-Lender Agreement and the Master Servicer or applicable Special
Servicer, as applicable, shall provide to the 1000 Wilshire Loan-Specific Directing Holder any reports or notices required to
be delivered to the holder of a Trust Subordinate Companion Loan pursuant to the related Co-Lender Agreement.


 


(c)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans, and with respect to P&I Advances
on the Trust Subordinate Companion Loan, would exceed the full amount of the principal portion of general collections allocated
to the Trust Subordinate Companion Loan, deposited in the Collection Account and available for distribution on the next Distribution
Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining
reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an
accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the
one month collection period ending on the then-current Determination Date, for successive one-month periods for a total period
not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan other than an applicable Excluded Loan,
any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event,
the consent of the Directing Holder), and any election to so defer or not to defer shall be deemed to be in accordance with the
Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment from
other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination
Date for any Distribution Date, the Master Servicer or the Trustee


 






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shall further be authorized to wait for principal collections
on the Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, to be received until the end of such collection
period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or
portion thereof; provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects,
in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a one-month collection period will exceed the full amount of the principal portion of general collections deposited
in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable
efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical,
and thereafter shall deliver such notice to the 17g-5 Information Provider as soon as practical thereafter. Notwithstanding the
foregoing, failure to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s or
the Trustee’s election whether to refrain from obtaining such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
or the RR Interest Owners to the detriment of other Classes of Certificateholders shall not, with respect to the Master Servicer
or the applicable Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect to the
Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual
obligation hereunder. If the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that its ability
to fully recover the Nonrecoverable Advances has been compromised, then the Master Servicer or the Trustee, as applicable, shall
be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts
in the Collection Account for such Distribution Date (deemed first from principal and then interest). Any such election
by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and the RR Interest Owners 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 or the RR Interest Owners. Nothing herein shall be deemed to
create in the Certificateholders or the RR Interest Owners a right to prior payment of distributions over the Master Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or


 






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to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders, the RR Interest Owners or any of the Companion Holders
for any such election that such party makes as contemplated by this section or for any losses, damages or other adverse economic
or other effects that may arise from such an election.


 


With
respect to any modification or amendment of any Co-Lender Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the applicable Special Servicer as applicable, shall provide to the 17g-5 Information Provider a copy of
any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


The
aggregate of any Excess Prepayment Interest Shortfall allocated to a Trust Subordinate Companion Loan for any Distribution Date
will be allocated on such Distribution Date to the Loan-Specific Certificates, pro rata, in accordance with each Class’s
accrued interest. Any Prepayment Interest Excess in respect of a Trust Subordinate Companion Loan shall be paid to the Master
Servicer as additional servicing compensation.


 


(d)       With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the applicable Special
Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the
applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.
Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan
(or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


Section
3.18 Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section
3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i) and Section
6.08, but subject to any other conditions set forth thereunder, (including, without limitation, the applicable Special
Servicer’s consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment
that constitutes a Major Decision) (i) the applicable Special Servicer will be responsible for processing waivers,
modifications, amendments and consents with respect to (a) any Specially Serviced Mortgage Loan and (b) any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the
rights of the related Companion Holder, to advise or consult with the Master Servicer or the applicable Special Servicer, as
the case may be, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms
of the related Co-Lender Agreement) with respect to which the matter involves a Special Servicer Decision (other than the
items listed in clause (d)(i) and clause (d)(ii) of “Special Servicer Decision”, which the Master Servicer will
process, subject to applicable Special Servicer consent or deemed consent as provided in this Agreement) or a Major Decision,
and (ii) the Master Servicer will be responsible for processing


 






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waivers, modifications, amendments and consents with respect
to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially Serviced
Mortgage Loan and does not involve a Special Servicer Decision (other than the items listed in clause (d)(i) and clause
(d)(ii) of “Special Servicer Decision”, which the Master Servicer will process, subject to applicable Special
Servicer consent or deemed consent as provided in this Agreement) or a Major Decision. Further, the Master Servicer shall not
modify, waive or amend the terms of a Non-Specially Serviced Mortgage Loan and/or Companion Loan (that constitutes a
Major Decision) without the prior written consent of the applicable Special Servicer (it being understood that the Master
Servicer (if the Master Servicer is recommending approval of such request) will in accordance with the Servicing Standard
provide such Special Servicer with notice of any request for such modification, waiver or amendment, the Master
Servicer’s written recommendation and analysis, and all information in the Master Servicer’s possession that may
be reasonably requested by such Special Servicer in order to grant or withhold such consent); provided that such
consent shall be deemed given (unless earlier objected to by the applicable Special Servicer) within ten (10) Business Days
of the applicable Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written
recommendation and analysis with respect to such modification, waiver or amendment and all information in the Master
Servicer’s possession reasonably requested by the applicable Special Servicer in order to make an informed decision
with respect to such modification, waiver or amendment; and provided, further, that no extension entered into
pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the
Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and
not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving
due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold
estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than
twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such
Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably
foreseeable, prior to any such extension, the applicable Special Servicer shall (1) provide the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor, each related Other Master Servicer, each related Other Trustee,
the Directing Holder ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any
applicable Excluded Loan) and the applicable Risk Retention Consultation Party, with an Opinion of Counsel (at the expense of
the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid
by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would
not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the
meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (A) prior to the occurrence
and continuance of a Control Termination Event and other than with respect to an applicable Excluded Loan, obtain the consent
of the Directing Holder and (B) after the occurrence and during the continuance of a Control Termination Event, but prior to
a Consultation Termination Event and other than with respect to any applicable Excluded Loan, consult with the Directing
Holder pursuant to Section 6.08 and (C) consult with the applicable Risk Retention Consultation Party pursuant to Section
6.08. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer
with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of


 






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the related Co-Lender
Agreement, and subject to the applicable Special Servicer’s processing and/or consent rights pursuant to this subsection
(a) if any such modification, waiver or amendment constitutes a Major Decision, the Master Servicer, with respect to
Non-Specially Serviced Mortgage Loans, without the consent of or consultation with the applicable Special Servicer, the
Operating Advisor or the Directing Holder, may modify or amend the terms of any Mortgage Loan and/or related Serviced
Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions
therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the
Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


In
addition, subject to the next sentence, with respect to Non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking
any action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
and prior to taking any action with respect to a Special Servicer Decision (or making a determination not to take action with
respect to a Special Servicer Decision), shall refer any request with respect to such Major Decision or Special Servicer Decision
to the applicable Special Servicer and the applicable Special Servicer shall process the request directly or, if mutually agreed
to in writing by the applicable Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent (or
deemed consent) of the applicable Special Servicer) process such request. If the Master Servicer and the applicable Special Servicer
mutually agree in writing that the Master Servicer shall (subject to the consent (or deemed consent) of the applicable Special
Servicer) process a request with respect to a Major Decision or Special Servicer Decision and the Master Servicer is recommending
approval of such request, the Master Servicer shall prepare and submit its written analysis and recommendation to the applicable
Special Servicer with all information in the possession of the Master Servicer that the applicable Special Servicer may reasonably
request in order to withhold or grant its consent, and in all cases the applicable 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 consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative
(as applicable)) to approve or disapprove any modification, waiver, amendment or other action that constitutes a Major Decision
or Special Servicer Decision. In addition, the Master Servicer shall provide the applicable Special Servicer with any notice that
it receives relating to a default by the Mortgagor under a ground lease where the collateral for the Mortgage Loan is the ground
lease, and the applicable Special Servicer will determine in accordance with the Servicing Standard whether to cure any borrower
defaults relating to ground leases.


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master
Servicer nor the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof)
for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in
default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect
thereto is not reasonably foreseeable unless (i) the Master Servicer or the applicable Special Servicer, as the case may be,


 






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obtains
Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Holder and the
applicable Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan
and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse
REMIC Event (and the Master Servicer or the applicable Special Servicer, as the case may be, may obtain and rely upon an Opinion
of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and
if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or a
Major Decision, the Master Servicer shall forward such request to the applicable Special Servicer and, unless the Master Servicer
and the applicable Special Servicer mutually agree that the Master Servicer shall process such request with respect to a Non-Specially
Serviced Mortgage Loan, or if otherwise provided herein, the applicable Special Servicer shall process such request and the Master
Servicer shall have no further obligation with respect to such request or the related Special Servicer Decision or Major Decision.


 


(b)       If,
and only if, the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation,
the forgiveness or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan
(other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or
the pledge of additional collateral) of the terms of a Specially Serviced Mortgage Loan (or any non-Specially Serviced Loan with
respect to which such determination derives from the applicable Special Servicer’s consideration of a Major Decision or
Special Servicer Decision that is subject to its processing and/or consent rights pursuant to Section 3.18(a) of this Agreement)
with respect to which a payment default or other material default has occurred or a payment default or other material default
is, in the applicable Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate
of such Special Servicer), is reasonably likely to produce a greater recovery on a net present value basis (the relevant discounting
to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related
Serviced Companion Loan, than liquidation of such Specially Serviced Mortgage Loan, then the applicable Special Servicer may,
but is not required to, agree to a modification, waiver or amendment of such Specially Serviced Mortgage Loan, subject to (w)
the provisions of this Section 3.18(b) and Section 3.18(c), (x) with respect to any Major Decision, with respect
to any Mortgage Loan or Trust Subordinate Companion Loan other than any applicable Excluded Loan, prior to the occurrence and
continuance of a Control Termination Event, the approval of the Directing Holder (or after the occurrence and during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Controlling Class Representative),
and consultation with the applicable Risk Retention Consultation Party as provided in (and to


 






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the extent required by) Section
6.08; (y) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal
Period, the approval of the holder of the related AB Subordinate Companion Loan or with respect to the 1000 Wilshire Whole Loan,
the 1000 Wilshire Loan-Specific Directing Holder (prior to the 1000 Wilshire Control Termination Event), to the extent set forth
in the related Co-Lender Agreement and the Directing Holder shall have no consent or consultation rights and the applicable Risk
Retention Consultation Party shall have no consultation rights regarding the matter; and (z) additionally, with respect to a Serviced
Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, if any, to advise or consult with the applicable
Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of
the related Co-Lender Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of any release
or substitution of collateral (other than a defeasance), the applicable Special Servicer shall have obtained an Opinion of Counsel
that such release or substitution would not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur. Notwithstanding anything herein
to the contrary, with respect to any applicable Excluded Loan related to the Controlling Class Representative (regardless of whether
a an Operating Advisor Consultation Event has occurred and is continuing), the applicable Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
that it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such
Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Mortgage Loan documents require the Master Servicer or the applicable Special Servicer, as the case may be, to calculate
(or to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged
Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties,
for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC
Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


The
applicable Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Mortgage
Loan to fully amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of
any term of any Specially Serviced Mortgage Loan if such modification, waiver or amendment would (1) extend the maturity date
of any such Specially Serviced Mortgage Loan to a date occurring later than the earlier of (a) (1) other than with respect to
the 1000 Wilshire Whole Loan, five years prior to the Rated Final Distribution Date, or (2) solely with respect to the 1000 Wilshire
Whole Loan, March 2028 and (b) if such Specially Serviced Mortgage Loan is secured solely or primarily by a leasehold estate and
not also the related fee interest, the date occurring twenty


 






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(20) years or, to the extent consistent with the Servicing Standard
giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of a Control
Termination Event, with the consent of the Directing Holder and (B) to the extent such modification, waiver or amendment constitutes
a Major Decision, after consultation with the applicable Risk Retention Consultation Party pursuant to Section 6.08 (in
each case, other than with respect to a Mortgage Loan that is an applicable Excluded Loan), ten (10) years prior to the expiration
of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor),
or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or applicable Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any
consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a) and 3.08(b) and subject to the applicable Special
Servicer’s processing and/or consent rights pursuant to Section 3.20(a) if any such waiver, modification or amendment
constitutes a Major Decision) or the applicable Special Servicer may, consistent with the Servicing Standard, agree to any waiver,
modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not
reasonably foreseeable only if it provides the Trustee and the Certificate Administrator with an Opinion of Counsel (at the expense
of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related
Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that
the Master Servicer or the applicable Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee
from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the
foregoing, neither the Master Servicer nor the applicable Special Servicer may waive the payment of any Yield Maintenance Charge
or the requirement that any prepayment of a Mortgage Loan or Trust Subordinate Companion Loan be made on a Due Date, or if not
made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan, Serviced
Companion Loan that is not a Specially Serviced Mortgage Loan.


 


(e)       Subject
to Section 3.18(c), the Master Servicer and the applicable Special Servicer each may, as a condition to its granting any
request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the
granting of which is within the Master Servicer’s or such Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such


 






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Mortgagor pay to the Master Servicer or such Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request;
provided that the charging of such fee is not a “significant modification” of the Mortgage Loan or Trust Subordinate
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and Companion Loans entered into pursuant to
this Section 3.18 shall be in writing, signed by the Master Servicer or the applicable Special Servicer, as the case may
be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan or Trust Subordinate Companion Loan, if such
guarantor’s signature is required by the applicable Special Servicer in accordance with the Servicing Standard).


 


(g)       With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18 hereof,
the applicable Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Directing Holder
(other than (i) following the occurrence of a Consultation Termination Event and (ii) and with respect to an applicable Excluded
Loan), the applicable Risk Retention Consultation Party (other than with respect to any applicable Excluded Loan), the applicable
Companion Holder (unless, with respect to the holder of a Trust Subordinate Companion Loan, a Trust Subordinate Companion Loan
Control Termination Event has occurred and is continuing), the Operating Advisor and the 17g-5 Information Provider (which shall
promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing
of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan or
Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment
(in each case, after it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18
hereof, the Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate
Administrator, the applicable Special Servicer (and such Special Servicer shall forward such notice to the Directing Holder (other
than following the occurrence of a Consultation Termination Event and with respect to an applicable Excluded Loan), the applicable
Risk Retention Consultation Party (other than with respect to an applicable Excluded Loan), the applicable Companion Holder (unless,
with respect to the holder of a Trust Subordinate Companion Loan, a Trust Subordinate Companion Loan Control Termination Event
has occurred and is continuing) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c))). The party responsible for delivering notice shall deliver
to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the applicable Special Servicer) for
deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion
Holder, if any. Following receipt of the Master Servicer’s or the applicable Special Servicer’s, as the case may be,
delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall
forward a copy thereof to each Holder of a Certificate (other than the Class R or Class S Certificates) upon request. With respect
to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt,
the applicable Special Servicer (if such Special


 






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Servicer processes such modification, waiver or consent pursuant to Section
3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section
3.18(a)) shall, on or before the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business
Days immediately following the Master Servicer or the applicable Special Servicer, as the case may be, obtaining actual knowledge
of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt,
substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding
sentence shall set forth, to the extent the applicable Special Servicer or Master Servicer, as the case may be, has the requisite
information or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Collection
Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the
aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to
the Master Servicer, the applicable Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms
with the Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate
Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or
(ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer
be required hereunder. From time to time, the Master Servicer, the applicable Special Servicer and Certificate Administrator may
agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)       (i)
Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master Servicer
shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loan in accordance
with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided,
that for the avoidance of doubt, any such defeasance fee shall not include the applicable Special Servicer’s portion of
any Modification Fees or waiver fees in connection with a defeasance that the applicable Special Servicer is entitled to under
this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage
Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any
Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and
the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an amount
sufficient to make all scheduled payments under the related Mortgage Loan or Trust Subordinate Companion Loan (or defeased portion
thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property
will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage
Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however,


 






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that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv)
to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor
shall establish a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent
permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents the Master Servicer shall use
its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the
cost of maintaining any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable,
Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however,
that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit U hereto for any Mortgage Loan or Trust Subordinate Companion Loan that
(together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Principal
Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Principal Balance
of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance.
Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii),
(iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable
costs shall be paid by the Mortgage Loan Seller as and to the extent set forth in the Mortgage Loan Purchase Agreement.


 


(i)       Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the applicable Special Servicer’s
processing and/or consent rights pursuant to Section 3.20(a) with respect to any such action that constitutes a Major Decision)
reasonably determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and
the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage
Loan documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use
would not be and would not constitute a “significant modification” of such Mortgage Loan, or Companion Loan pursuant
to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust
REMIC; and provided, further, that the requirements set forth in Section 3.18(h) (including receipt of any
Rating Agency Confirmation) are satisfied; and provided, further, that


 






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such securities are backed by the full faith
and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


(j)       If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in
a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any
Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Pooled Available Funds”
or clause (a)(i) of the definition of “1000 Wilshire Available Funds” and not as a prepayment of the related
Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer permit
such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap
year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the applicable Special Servicer, as applicable, shall,
unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)       Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any


 






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defeasance transaction contemplated in the second sentence of Section 3.18(h), the applicable Special Servicer shall
not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of
Counsel addressed to such Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not
cause an Adverse REMIC Event.


 


Section
3.19 Transfer of Servicing Between Master Servicer and Special Servicers; Recordkeeping; Asset Status Report. (a)
Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan), Serviced Companion Loan, the Master Servicer or the applicable Special Servicer, as the case may be, shall
promptly give notice to the Master Servicer or the applicable Special Servicer, as the case may be, the Operating Advisor and
((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any applicable Excluded
Loan) the Directing Holder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the
applicable Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged
Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the applicable
Special Servicer with all information, documents and records (including the names and contact information of the Companion
Holders, records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if
applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to
the Master Servicer without undue burden or expense, and reasonably requested by the applicable Special Servicer to enable it
to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the
case of clauses (viii) or (ix) of the definition of Servicing Transfer Event, within five (5) Business Days of
receiving notice from the applicable Special Servicer of such Servicing Transfer Event when such Special Servicer makes the
determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if
applicable, the related Serviced Companion Loan until such Special Servicer has commenced the servicing of such Mortgage Loan
and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate
Administrator, the Operating Advisor, any related Serviced Pari Passu Companion Noteholder, and ((i) prior to the occurrence
of a Consultation Termination Event or (ii) other than with respect to any applicable Excluded Loan) the Directing Holder, a
copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the applicable Special Servicer, or by
the applicable Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence of a
Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a
copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section
3.19.


 


Upon
determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three
consecutive Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable
judgment of the applicable Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such
Mortgage Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect
thereto, the applicable Special Servicer shall immediately give notice thereof to the Master Servicer, the


 






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Operating Advisor,
the related Serviced Companion Noteholder (unless with respect to a Serviced Subordinate Companion Loan an AB Control Appraisal
Period has occurred or with respect to the Trust Subordinate Companion Loan, a Trust Subordinate Companion Loan Control Termination
Event has occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any
applicable Excluded Loan) the Directing Holder and shall return the related Mortgage File and Servicing File to the Master Servicer
(or copies thereof if copies only were delivered to the applicable Special Servicer) and upon giving such notice, and returning
such Mortgage File and Servicing File to the Master Servicer, such Special Servicer’s obligation to service such Corrected
Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable,
the related Companion Loan shall recommence.


 


(b)       In
servicing any Specially Serviced Mortgage Loan and Serviced Companion Loans, the applicable Special Servicer will provide to the
Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage
File to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan, Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
applicable Specially Serviced Mortgage Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide such Special Servicer with any information in its possession with respect to such records to
enable the applicable Special Servicer to perform its duties under this Agreement; provided that this statement shall not
be construed to require the Master Servicer to produce any additional reports.


 


(d)       Upon
the earlier of (i) 60 days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, and (ii) prior to taking action with respect to any Major Decision (or making a determination
not to take action with respect to a Major Decision) with respect to a Specially Serviced Mortgage Loan, the applicable Special
Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to such Mortgage
Loan and related Companion Loan, if applicable, and the related Mortgaged Property (the “Initial Delivery Date”)
and shall prepare one or more additional Asset Status Reports with respect to any such Specially Serviced Mortgage Loan subsequent
to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced
Mortgage Loan changes in strategy reflected in the initial Asset Status Report (or subsequent Final Asset Status Report) are necessary
to reflect the then current recommendation as to how the Specially Serviced Mortgage Loan might be returned to performing status
or otherwise liquidated in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”).
Each Asset Status Resort shall be delivered in electronic form to the Master Servicer, the Directing Holder (but only in respect
of any Mortgage Loan other than any applicable Excluded Loan, and in any event for so long as no Consultation Termination Event
has occurred and is continuing), the applicable Risk Retention Consultation Party (but only with respect to any Mortgage Loan
other than an applicable Excluded Loan), the Operating Advisor (but, other than with respect to an


 






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applicable Excluded Loan, only
after the occurrence and continuance of an Operating Advisor Consultation Event), the related AB Whole Loan Controlling Holder
with respect to any Serviced AB Whole Loan, only to the extent the applicable Serviced Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, the 1000 Wilshire Controlling Class Representative (only in the case of an Asset Status Report
relating to the 1000 Wilshire Whole Loan, and only for so long as no 1000 Wilshire Control Termination Event has occurred and
is continuing), with respect to any related Serviced Companion Loan, to the extent such Serviced Companion Loan has been included
in a securitization transaction, to the master servicer of such securitization into which such Serviced Companion Loan has been
sold or, to the extent such Serviced Companion Loan has not been included in a securitization transaction, to the holder of such
Serviced Companion Loan, and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). Such Asset Status Report shall set forth the following information to the
extent reasonably determinable based on the information that was delivered to the applicable Special Servicer in connection with
the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)        summary
of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)       (A)
the applicable Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing
status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master
Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Mortgage Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Mortgage Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)      a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 






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(vii)      the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)     an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination and
(y) the net present value calculation and all related assumptions;


 


(ix)       the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)        such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


A
summary of each Final Asset Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status
Report in writing or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard that
the disapproval by the Directing Holder (communicated to the applicable Special Servicer within ten (10) Business Days) is not
in the best interest of all the Certificateholders and the RR Interest Owners (taken as a collective whole), such Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special
Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage
Loan documents. If, with respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence and continuance
of any Control Termination Event, the Directing Holder disapproves such Asset Status Report within ten (10) Business Days of receipt
and the applicable Special Servicer has not made the affirmative determination described above, such Special Servicer shall revise
such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30)
days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Directing Holder (prior to
the occurrence of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence
of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion
Loan or with respect to the 1000 Wilshire Whole Loan, during a Trust Subordinate Companion Loan Control Termination Event), the
Operating Advisor and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan or Whole Loan, other than an applicable
Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the applicable Special Servicer shall
revise such Asset Status Report as described above in this Section 3.19(d) until the Directing Holder shall fail to disapprove
such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until
the applicable Special Servicer makes a determination, in accordance


 






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with the Servicing Standard, that the disapproval is not
in the best interests of the Certificateholders and the RR Interest Owners (taken as a collective whole); provided that,
if the Directing Holder has not approved the Asset Status Report for a period of sixty (60) Business Days following the first
submission of an Asset Status Report, the applicable Special Servicer may act upon the most recently submitted form of Asset Status
Report, if consistent with the applicable Servicing Standard; provided, however, that such Asset Status Report does
not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08.
The procedures described in this paragraph are collectively referred to as the “Directing Holder Approval Process”.
The applicable Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement
such report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this
Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan related
to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing),
the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset
Status Report for an applicable Excluded Loan which includes a Major Decision that it is processing and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Holder hereunder or under a related Co-Lender Agreement or failure of the Directing
Holder to consent to or approve (including any deemed consents or approvals) any request of the applicable Special Servicer, shall
(a) require or cause the applicable Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable law
or any provision of this Agreement, including the applicable Special Servicer’s obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions, or (c) expose the Master Servicer, the applicable Special Servicer, the Depositor, the Operating Advisor, the
Mortgage Loan Seller, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members,
employees or agents to any claim, suit or liability or (d) materially expand the scope of the applicable Special Servicer’s,
Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


Prior
to an Operating Advisor Consultation Event, the applicable Special Servicer shall promptly deliver each Final Asset Status Report
to the Operating Advisor after the completion of the Directing Holder Approval Process.


 


During
the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the applicable Special
Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such
Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto,
and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of
the Certificateholders (including any Certificateholders that are holders of the Controlling Class Certificates) and the RR Interest
Owners, as a collective whole. The applicable Special Servicer shall consider such alternative courses of action, if any, and
any other feedback provided by the Operating Advisor (and if no


 






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Consultation Termination Event has, the Directing Holder) in connection
with the applicable Special Servicer’s preparation of any Asset Status Report that is provided while an Operating Advisor
Consultation Event has occurred and is continuing. The applicable Special Servicer may revise the Asset Status Report as it deems
necessary to take into account any input and/or comments from the Operating Advisor (and if no Consultation Termination Event
has occurred, the Directing Holder), to the extent the applicable Special Servicer determines that the Operating Advisor’s
and/or Controlling Class Representative’s input and/or recommendations are consistent with the Servicing Standard and in
the best interest of the Certificateholders and the RR Interest Owners as a collective whole (or, with respect to a Serviced Whole
Loan, the best interest of the Certificateholders, the RR Interest Owners and the holder of the related Companion Loan, as a collective
whole (taking into account the pari passu or subordinate nature of such Companion Loan)). Promptly upon determining whether
or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing
Holder, the applicable Special Servicer shall deliver to the Operating Advisor and the Directing Holder the revised Asset Status
Report (until a Final Asset Status Report is issued). The procedures described in this paragraph are collectively referred to
as the “ASR Consultation Process.”


 


After
the occurrence and during the continuance of a Control Termination Event, the Directing Holder shall have no right to consent
to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Directing Holder, and after the occurrence and during
the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the applicable Special Servicer
(in person or remotely via electronic, telephonic or other mutually agreeable communication) and propose alternative courses of
action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event
(and at any time with respect to any applicable Excluded Loan), the Directing Holder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the applicable Special Servicer with respect
to Asset Status Reports and the applicable Special Servicer shall send the Asset Status Report to the Operating Advisor and shall
only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The applicable
Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing
Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Holder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Holder.


 


The
applicable Special Servicer shall implement the Final Asset Status Report.


 


Notwithstanding
the foregoing, with respect to a Serviced Subordinate Companion Loan, the applicable Special Servicer shall prepare an Asset Status
Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Mortgage Loan pursuant to this Agreement and the
related Co-Lender Agreement and prior to the occurrence and continuance of an AB Control Appraisal Period or 1000 Wilshire Control
Termination Event, as applicable, the Controlling Class Representative will have no approval rights over any such


 






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Asset Status
Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related Co-Lender
Agreement.


 


(e)       (i)
Upon receiving notice of the occurrence of the events described in clause (v) and (vii) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the applicable Special Servicer with
all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such Special Servicer to
enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)       After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day
period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same
time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)       Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any applicable
Excluded Loan), the applicable Special Servicer shall deliver in electronic format to the Directing Holder a draft notice
that will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report,
but shall not include any Privileged Information) (and shall deliver each Asset Status Report with respect to an AB Mortgage
Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related AB
Whole Loan Controlling Holder) or a 1000 Wilshire Control Termination Event, to the Directing Holder). With respect to any
Mortgage Loan other than an applicable Excluded Loan, if, prior to the occurrence and continuance of a Control Termination
Event, within five (5) Business Days of receipt of such draft summary, the Directing Holder approves of, or does not
disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing Holder affirmatively
disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the applicable Special
Servicer shall revise the summary and deliver such new summary to the Directing Holder until the Directing Holder approves such
draft summary; provided, however, that if the Directing Holder has not approved of the draft summary of the Final
Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report,
then the most recent draft summary of the Final Asset Status Report delivered by the applicable Special Servicer prior to such
20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however,
that if at any time the applicable Special Servicer determines that any affirmative disapproval of such draft summary by the Directing
Holder is not in the best interest of all the Certificateholders and the RR Interest Owners pursuant to the Servicing Standard,
the applicable Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to
the Certificate


 






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Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.
The applicable Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion)
a copy of each Final Asset Status Report to the Operating Advisor. The applicable Special Servicer shall prepare a summary of
any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion
Loan is not subject to an AB Control Appraisal Period or 1000 Wilshire Control Termination Event, as applicable, which Final Asset
Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance with
the related Co-Lender Agreement (to the extent such Co-Lender Agreement requires such approval or deemed approval), and deliver
in electronic format notice of such final Asset Status Report and the summary of such Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require a Special Servicer to take or refrain from taking any action because of any
proposal, objection or comment by the Operating Advisor or, after the occurrence and during the continuance of a Control Termination
Event, the Directing Holder, or a recommendation of the Operating Advisor or, after the occurrence and during the continuance
of a Control Termination Event, the Directing Holder.


 


Section
3.20     Sub-Servicing Agreements. (a) The Master Servicer may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer,
shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer
Termination Event), the Trustee or any successor master servicer shall thereupon assume all of the rights and, except to the
extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act
in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders, the RR Interest Owners and the related
Companion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party
beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the
obligations of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer, as
applicable, any successor master servicer or any Certificateholder or RR Interest Owner (or the related Companion Holder, if
applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any
purchaser of a Mortgage Loan or Trust Subordinate Companion Loan pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Mortgage Loan or Trust Subordinate Companion Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section
3.20(g) hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement;
(v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust;
(vi) does not permit the Sub-Servicer to modify any Mortgage Loan or Trust Subordinate


 






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Companion Loan unless and to the
extent the Master Servicer is permitted hereunder to modify such Mortgage Loan or Trust Subordinate Companion Loan; (vii)
with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function
Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is
not a Prohibited Party and (viii) provides that the Sub-Servicer shall be in default under the related
Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable
Grace Period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be
delivered to the Master Servicer under Article XI or under the Sub-Servicing Agreement or to the master servicer under
any other pooling and servicing agreement that the Depositor is a party to, (B) to perform in any material respect any of its
covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange
Act reporting items required for any party to this Agreement to perform its obligations under Article XI or under the
Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a party to or (C)
to perform other covenants and obligations set forth in such Sub-Servicing Agreement in accordance with the terms of such
Sub-Servicing Agreement. Any successor master servicer hereunder shall, upon becoming successor master servicer be assigned
and may assume any Sub-Servicing Agreements from the predecessor Master Servicer (subject to Section 3.20(g) hereof).
In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations
of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan or Trust Subordinate Companion Loan serviced
thereunder at the time such Mortgage Loan or Trust Subordinate Companion Loan becomes a Specially Serviced Mortgage Loan; provided, however,
that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all
reports required under the Sub-Servicing Agreement with respect to Specially Serviced Mortgage Loans and continue to collect
its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related
REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially
Serviced Mortgage Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master
Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such documents.
References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the
Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the
obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer
out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same
manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the
Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement.
For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained
by it receives such payment. The Master Servicer shall notify the


 






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applicable Special Servicer, the Trustee and the Depositor
(and such Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any
Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial
Sub-Servicing Agreements.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or Trust Subordinate Companion Loan or the compliance with its obligations under the Sub-Servicing
Agreement and the Master Servicer’s obligations under this Agreement.


 


(c)       As
part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee, the Certificateholders and the
RR Interest Owners, shall (at no expense to the Trustee, the Certificateholders, the RR Interest Owners or the Trust) monitor
the performance and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master
Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of
Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer shall have
the right to remove a Sub-Servicer retained by it (other than any Sub-Servicer retained by it at the request of the Mortgage Loan
Seller, which is only removable for cause) at any time it considers removal to be in the best interests of Certificateholders
and the RR Interest Owners in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)       In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and
records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to
effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans serviced hereunder, the Certificateholders
and the RR Interest Owners for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans or Trust Subordinate Companion Loan for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer
thereunder as and when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 






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(f)       The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans or Trust Subordinate Companion Loan subject to a Sub-Servicing Agreement with the Master Servicer, the
applicable Special Servicer shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances
surrounding such request) of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance
information, and affording access to information to the related Sub-Servicer that would be required to be delivered or afforded,
as the case may be, to the Master Servicer pursuant to the terms hereof.


 


(i)       Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents without the consent of the Master Servicer. The Master Servicer’s consent may also be required for certain other
servicing decisions as provided in the related Sub-Servicing Agreement.


 


Section
3.21 Interest Reserve Account.  (a) On the Master Servicer Remittance Date occurring in each February and in any January
that occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date),
the Certificate Administrator, in respect of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an
amount equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date
occurring in the month preceding the month in which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to
the extent a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive
February and January, “Withheld Amounts”).


 






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(b)       On
each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable.


 


Section
3.22 Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicers. Within a reasonable
time upon request from the Directing Holder or the Operating Advisor, as applicable, and no more often than on a monthly basis,
each of the Master Servicer and the Special Servicers shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any applicable Excluded Loan) the Directing Holder and (b) the Operating Advisor (with respect to the applicable
Special Servicer only), regarding the performance and servicing of the Mortgage Loans, the Trust Subordinate Companion Loan and/or
REO Properties for which the Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


Section
3.23 Controlling Class Certificateholders and the Controlling Class Representative and the Risk Retention Consultation
Parties; Certain Rights and Powers of Directing Holder and Risk Retention Consultation Parties. (a) Each Controlling Class
Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to
the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the applicable Special Servicer
and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person
substantially in the form of Exhibit MM attached hereto, the selection of a Controlling Class Representative or the resignation
or removal thereof. The Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor
when such Certificateholder is appointed Controlling Class Representative and when it is removed or resigns. To the extent there
is only one Controlling Class Certificateholder and it is also the General Special Servicer, it shall be the Controlling Class
Representative.


 


On
the Closing Date, the initial Controlling Class Representative shall execute a certification substantially in the form of Exhibit
P-1G to this Agreement. Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling
Class Representative shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit
P-1G to this Agreement prior to being recognized as the new Controlling Class Representative. On the Closing Date, each initial
Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H to this Agreement.
Upon the resignation or removal of any existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party
shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H to
this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 






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(b)       Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicers, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) and
the RR Interest Owners shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to
appoint the Controlling Class Representative, by Certificate Balance, or such Controlling Class Representative shall have notified
the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each
other Controlling Class Certificateholder, in writing, of the resignation of such Controlling Class Representative or the selection
of a new Controlling Class Representative. Upon the resignation of a Controlling Class Representative, the Certificate Administrator
shall request the Controlling Class Certificateholders to select a new Controlling Class Representative. In the event that (i)
the Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee or the Operating Advisor receives
written notice from a majority of the Controlling Class Certificateholders that a Controlling Class Representative is no longer
designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) becomes the Controlling Class Representative pursuant to the proviso of the definition of
“Controlling Class Representative”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the Operating
Advisor that it is the new Controlling Class Representative; provided that the Master Servicer, the Certificate Administrator,
the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided
by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class
without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate
Balance of the Controlling Class. Additionally, once a Risk Retention Consultation Party has been selected, each of the Master
Servicer, the Special Servicers, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other
Certificateholder (or Certificate Owner, if applicable) and the RR Interest Owners shall be entitled to rely on such selection
unless a RR Interest Owner shall have notified the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator,
the Operating Advisor, in writing, of the selection of a new Risk Retention Consultation Party.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Controlling Class Representative and the Risk Retention Consultation Parties.


 


(d)       In
the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicers, as applicable,
and the Master Servicer or the applicable Special Servicer, as the case may be, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or such Special Servicer, as applicable,
then until such time as the new Directing Holder is identified, the Master Servicer or such Special Servicer, as applicable, shall
have no duty to


 






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consult with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may
be.


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating Advisor,
the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative, a
list of each Controlling Class Certificateholder and 1000 Wilshire Loan-Specific Directing Holder as reflected in the Certificate
Registrar, including names and addresses at the expense of the Trust. In addition to the foregoing, within five (5) Business Days
of receiving notice of the selection of a new Controlling Class Representative or Risk Retention Consultation Party or the existence
of a new Controlling Class Certificateholder or 1000 Wilshire Loan-Specific Directing Holder, the Certificate Administrator shall
notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicers. Notwithstanding the foregoing, (a) RREF
III-D AIV RR, LLC, shall be the initial Controlling Class Representative and shall remain so until a successor is appointed pursuant
to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing, and (b) GSMC shall be the initial
Pooled Risk Retention Consultation Party and the initial 1000 Wilshire Risk Retention Consultation Party and shall remain so until
a successor is appointed pursuant to the terms of this Agreement.


 


  Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Controlling
Class Representative and the Risk Retention Consultation Parties.


 


(f)       If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates or the RR Interest Owners;
(ii) the Directing Holder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Holder
does not have any liability or duties to the Certificateholders other than the Controlling Class; (iv) the Directing Holder may
take actions that favor interests of the Holders of the Controlling Class over the interests of the other Certificateholders;
and (v) the Directing Holder shall have no liability whatsoever (other than to a Controlling Class Certificateholder, to the extent
the Controlling Class Representative is the Directing Holder) for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Holder or any director, officer, employee, agent or principal of the Directing Holder for having
so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
each Risk Retention Consultation Party may act solely in the interest of the RR Interest Owners; (iii) each Risk Retention Consultation
Party does not have any liability or duties to the Certificateholders;


 






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(iv) each Risk Retention Consultation Party may take actions
that favor interests of the Certificateholders of one or more classes or the RR Interest Owners over the interests of the Certificateholders
of one or more other Classes of Certificates; and (v) each Risk Retention Consultation Party shall have no liability whatsoever
(other than to the RR Interest Owners) for having so acted as set forth in clauses (i) through (iv) above, and no
Certificateholder may take any action whatsoever against a Risk Retention Consultation Party or any director, officer, employee,
agent or principal of a Risk Retention Consultation Party for having so acted.


 


(h)       All
requirements of the Master Servicer and each Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Holder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced AB Whole Loan or a Serviced Whole Loan, as applicable; provided,
however, that neither the Master Servicer nor the applicable Special Servicer shall provide information that comprises
Privileged Information following the date upon which they receive notice that a Trust Subordinate Companion Loan is subject to
a 1000 Wilshire Control Termination Event, and thereafter the Master Servicer and the applicable Special Servicer shall only be
required to provide such Loan–Specific Directing Holder with such information as is expressly required to be delivered under
the related Co-Lender Agreement; provided, however, that nothing in this subsection (h) shall in any way
eliminate the obligation to deliver any information required to be delivered under the related Co-Lender Agreement.


 


(i)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Holder, the Risk Retention Consultation Parties and any AB Whole Loan
Controlling Holder.


 


(j)       With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder or 1000 Wilshire Loan-Specific Directing Holder shall exercise such rights
in accordance with the related Co-Lender Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Control Eligible Certificates is the then-current Controlling Class within
two (2) Business Days of a request from the Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)       At
any time when the Class G-RR Certificates are the Controlling Class Certificates, the holder of more than 50% of the Controlling
Class Certificates (by Certificate Balance) may waive its right to act as or appoint a Controlling Class Representative and to
exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling
Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor, the Certificate Administrator
(which shall be via e-mail to trustadministrationgroup@wellsfargo.com), the Trustee, the Master Servicer, the Special Servicers
and the Operating Advisor. Any such waiver will remain effective with respect to such holder and the Class G-RR Certificates until
such time as that Certificateholder


 






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has (i) sold a majority of the Class G-RR Certificates (by Certificate Balance) to an unaffiliated
third party and (ii) certified to the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicers and the Operating Advisor that (a) the Transferor retains no direct or indirect voting rights with respect to the Class
G-RR Certificates that it does not own, (b) there is no voting agreement between the Transferee and the Transferor and (c) the
Transferor retains no direct or indirect economic interest in the Class G-RR Certificates. Following any such transfer, the successor
holder of more than 50% of the Class G-RR Certificateholders (by Certificate Balance), if Class G-RR Certificates are the Controlling
Class Certificates, will again have the rights of the Controlling Class Representative as described herein without regard to any
prior waiver by the predecessor Certificateholder. Such successor Certificateholder will also have the right to irrevocably waive
its right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class Representative
or cause the exercise of any of the rights of the Controlling Class Representative. No such successor Certificateholder described
above in this paragraph will have any consent rights with respect to any Mortgage Loan or Trust Subordinate Companion Loan that
became a Specially Serviced Mortgage Loan prior to its acquisition of a majority of the Class G-RR Certificates that had not also
become a Corrected Loan prior to such acquisition until such Mortgage Loan or Trust Subordinate Companion Loan becomes a Corrected
Loan.


 


Whenever
such an “opt-out” by a Controlling Class Certificateholder is in effect, a Consultation Termination Event will be
deemed to have occurred and continue; and the rights of the holder of more than 50% of the Class G-RR Certificates (by Certificate
Balance), if they are the Controlling Class Certificates, to act as or appoint a Controlling Class Representative and the rights
of the Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation
Termination Event is or would otherwise then be in effect).


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicers and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor and the Special Servicers within ten (10) Business Days of the
existence or cessation of (i) any Control Termination Event, (ii) any Operating Advisor Consultation Event or (iii) any Consultation
Termination Event. Upon the Certificate Administrator’s determination that a Control Termination Event, an Operating Advisor
Consultation Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within
ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this
provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class G-RR Certificates
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice
shall state “A Control Termination Event has occurred due to the






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reduction of the Certificate Balance of the Class G-RR
Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class
G-RR Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Controlling Class Representative
or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control
Termination Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class G-RR Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
MM that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


With
respect to any applicable Excluded Loan, the Controlling Class Representative or any Controlling Class Certificateholder will
not have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination Event
and Consultation Termination Event will be deemed to have occurred with respect to such Excluded Loan.


 


Each
Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an
applicable Excluded Loan. In respect of the servicing of any such Excluded Loan, a Control Termination Event and Consultation
Termination Event will be deemed to have occurred with respect to such Excluded Loan.


 


Section
3.24 Co-Lender Agreements. (a) Each of the Master Servicer and Special Servicers acknowledges and agrees that each
Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and
provisions of the related Co-Lender Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan
with mezzanine debt in accordance with the related Co-Lender Agreement and this Agreement, including, without limitation, effecting
distributions and allocating reimbursement of expenses in accordance with the related Co-Lender Agreement and, in the event of
any conflict between the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall
govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicers agrees not to take
any


 






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action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without
the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Co-Lender
Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such
action. Each of the Master Servicer and Special Servicers acknowledges and agrees that each Companion Holder and each mezzanine
lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of
this Agreement and the related Co-Lender Agreement to the extent provided for therein. All parties hereto further acknowledge
and agree that any AB Whole Loan Controlling Holder will have the right to replace the applicable Special Servicer solely with
respect to the related Serviced AB Whole Loan and shall be entitled to exercise all approval rights of the Directing Holder regarding
any Asset Status Report in respect of the Mortgage Loan or related REO Property, without regard to the occurrence of any Control
Termination Event or Consultation Termination Event with respect to the related Serviced AB Whole Loan, to the extent provided
for herein and in the related Co-Lender Agreement. As of the Closing Date, the AB Whole Loan Controlling Holder of the Aliso Creek
Apartment Whole Loan is Shinhan AIM Real Estate Fund No. 4, on behalf of the Aliso Creek Apartments Subordinate Companion Loan.
Shinhan AIM Real Estate Fund No. 4 shall have the right to exercise all rights of the Aliso Creek Apartments Subordinate Companion
Loan.


 


(b)       Neither
the Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that arises from
any entitlement in favor of a Companion Holder or a mezzanine lender under the related Co-Lender Agreement or conflict between
the terms of this Agreement and the terms of such Co-Lender Agreement. Notwithstanding any provision of any Co-Lender Agreement
that may otherwise require the Master Servicer or such Special Servicer to abide by any instruction or direction of a Companion
Holder or a mezzanine lender, neither the Master Servicer nor such Special Servicer shall be required to comply with any instruction
or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no
event shall any expense arising from compliance with a Co-Lender Agreement constitute an expense to be borne by the Master Servicer
or the applicable Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the applicable
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the
contact information for the Companion Holders and mezzanine lenders is as set forth in the related Co-Lender Agreement or mezzanine
intercreditor agreement, as applicable, or as otherwise set forth in Section 13.05. In no event shall the Master Servicer
or the applicable Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Controlling
Class Representative or a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless
the Certificate Administrator has delivered notice to the Master Servicer or such Special Servicer, as applicable, as required
under Section 3.23(e) or the Master Servicer or such Special Servicer, as applicable, have actual knowledge of the identity
and contact information of a new Controlling Class Representative or a new Controlling Class Certificateholder or a new Risk Retention
Consultation Party.


 






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(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the
applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including the Master Servicer’s or such Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the Grantor Trust status of the Grantor Trust,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s, the Certificate
Administrator’s or the Master Servicer’s responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
or a Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect to
the servicing of such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by
the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Controlling Class Representative
or a Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Co-Lender Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Controlling Class Representative or a Risk Retention Consultation Party is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of
any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Co-Lender Agreement and shall not take such actions requiring consent of the related Companion Holder without such
consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the applicable Special Servicer, as the
case may be, shall deliver reports and notices to the related Companion Holder as required under the Co-Lender Agreement.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, the applicable Special Servicer shall be required (i) to provide copies of any notice,
information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with
respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to
a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling
Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling
Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination
Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having received such
notices, information and reports, such related Companion Holder requests consultation with respect to any such Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider
alternative actions recommended by such related Companion Holder; provided that after the expiration of a period of ten
(10) Business Days from the delivery to such related Companion Holder by the applicable Special Servicer of written notice of
a proposed action, together with copies of the notice, information and report required to be provided to the


 






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Controlling Class
Certificateholder or the applicable Special Servicer shall no longer be obligated to consult with such related Companion Holder,
whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless, such Special Servicer
proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10)
Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto).
Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, such
Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of
the aforementioned ten (10) Business Day period if such Special Servicer determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders, the RR Interest Owners and the related Companion Holder. In no
event shall the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by
the related Companion Holder.


 


(f)       In
addition to the consent and consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the Master Servicer or the applicable
Special Servicer at the offices of the Master Servicer or such Special Servicer, as applicable, upon reasonable notice and at
times reasonably acceptable to the Master Servicer or such Special Servicer, as applicable, in which servicing issues related
to the related Whole Loan are discussed.


 


(g)       With
respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the related
Co-Lender Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business
Days after receipt by the Master Servicer of properly identified and available funds constituting the related Periodic Payment
without the consent of the Master Servicer.


 


Section
3.25 Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a
condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the
related Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement
as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not


 






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be obligated to, send such request directly to
the Rating Agencies in accordance with the procedure and timeframes set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loan (other than as set forth in clause (y) below),
the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with
respect to such Rating Agency and the Master Servicer or the applicable Special Servicer, as the case may be, may then take such
action if the Master Servicer or the applicable Special Servicer, as applicable, confirms its original determination (made prior
to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be
consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or the applicable Special
Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) (a) it has been appointed
and currently serves as a master servicer or special servicer, as applicable, on a transaction-level basis on a CMBS transaction
currently rated by Moody’s that currently has securities outstanding and (b) it is not a master servicer or special servicer,
as applicable, that has been publicly cited by Moody’s as having servicing concerns as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating
downgrade or withdrawal) of securities rated by Moody’s in a CMBS transaction serviced by the applicable replacement master
servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the
applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer)
or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency, (iii) DBRS has not
cited servicing concerns of the applicable replacement master servicer or special servicer, as applicable, as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced
by the applicable replacement master servicer or special servicer prior to the time of determination, if DBRS is the non-responding
Rating Agency or (iv) it is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S.
Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicers, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 






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Promptly
following the Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in
this Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if
such requirement did not exist), the Master Servicer or such Special Servicer, as applicable, shall provide electronic written
notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or
the applicable Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating
Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


(d)       With
respect to any Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing
and administration of the related Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the applicable 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, the applicable 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, the applicable 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, the applicable
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


 






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reasonably agree, (i) the request
for such Companion Loan Rating Agency Confirmation at least two (2) Business Days before it is sent to the applicable Companion
Loan Rating Agency, (ii) all materials forwarded to the Depositor under this Agreement for posting on the Depositor’s 17g-5
Website in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same
time that such materials are forwarded to the Depositor, and (iii) any other materials that the applicable Companion Loan Rating
Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation promptly following such request.


 


Section
3.26 The Operating Advisor.  (a) The Operating Advisor shall promptly review (i) the actions of the applicable Special
Servicer with respect to the Mortgage Loan when it is a Specially Serviced Mortgage Loan (as provided in Section 3.19(d),
Section 3.26 and Section 6.08) and after the occurrence and during the continuance of an Operating Advisor Consultation
Event the actions of the applicable Special Servicer with respect to Major Decisions relating to the Mortgage Loans when they
are not a Specially Serviced Mortgage Loans, (ii) all information made available to Privileged Persons that are posted on the
Certificate Administrator’s Website and (iii) each Asset Status Report (after the occurrence and during the continuance
of an Operating Advisor Consultation Event) and Final Asset Status Report delivered to the Operating Advisor by the applicable
Special Servicer. In addition and for the avoidance of doubt, although the Operating Advisor may have certain consultation duties
with the master servicer with respect to certain Major Decisions processed by the Master Servicer, the Operating Advisor will
have no obligations or responsibility at any time to review or assess the actions of the Master Servicer for compliance with the
Servicing Standard, and the Operating Advisor will not be required to consider such Master Servicer actions in connection with
any Operating Advisor Annual Report.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the applicable Special Servicer or Directing Holder in connection with the Directing Holder’s
exercise of its rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise
in connection with this transaction, except under the circumstances described in Section 3.26(f) and subject to any law,
rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and
conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received
from the applicable Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties
and obligations hereunder.


 


(c)       (i)
Based on the Operating Advisor’s review of any assessment of compliance report, any attestation report, any Major Decision
Reporting Package, and/or Asset Status Report (in each case, after the occurrence and during the continuance of an Operating Advisor
Consultation Event), any Final Asset Status Report and other reports by the applicable Special Servicer made available to Privileged
Persons that are posted on Certificate Administrator’s Website during the prior calendar year, the Operating Advisor shall
(if, at an time during the prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) was a Specially
Serviced Mortgage Loan or (ii) the Operating Advisor was entitled to consult with the applicable Special Servicer with respect
to any Major Decision)


 






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deliver to the Depositor, the Certificate Administrator (who shall promptly post such report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (who shall post it
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) within one hundred-twenty (120) days
of the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement), that (a) sets forth whether
the Operating Advisor believes, in its sole discretion exercised in good faith, that the applicable Special Servicer is operating
in compliance with the Servicing Standard with respect to its performance of its duties under this Agreement with respect to Specially
Serviced Loans (and, after the occurrence and during the continuance of an Operating Advisor Consultation Event, with respect
to Major Decisions on non-Specially Serviced Mortgage Loans) during the prior calendar year on a “asset-level basis”,
and (b) identifies (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith,
the applicable Special Servicer has failed to comply and (2) any deviations from the applicable Special Servicer’s obligations
under this Agreement with respect to the resolution or liquidation of any Specially Serviced Mortgage Loan or REO Property (other
than with respect to any REO Property related to any Non-Serviced Mortgage Loan); provided, however, that in the
event the applicable Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the applicable Special
Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through
the date of such Operating Advisor Annual Report. In preparing any Operating Advisor Annual Report, the Operating Advisor shall
not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the applicable Special
Servicer’s obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good
faith, to be immaterial. Only as used in connection with the Operating Advisor Annual Report, the term “asset-level basis”
refers to the applicable Special Servicer’s performance of its duties with respect to the pool of Specially Serviced Mortgage
Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on
non-Specially Serviced Mortgage Loans) under this Agreement taking into account the applicable Special Servicer’s specific
duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard,
with reasonable consideration by the Operating Advisor of any Assessment of Compliance Report, Attestation Report, Major Decision
Reporting Package, Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event),
Final Asset Status Report and other information, in each case, delivered to the operating advisor by the applicable Special Servicer
(other than any communications between the Directing Holder and the applicable Special Servicer that would be Privileged Information)
pursuant to this Agreement. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating Advisor Annual
Report will be permitted to include an assessment of the applicable Special Servicer’s performance in respect of such Serviced
AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Co-Lender
Agreement. Subject to the restrictions in this Agreement, including, without limitation,


 






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Section 3.26(d) hereof, each such
Operating Advisor Annual Report shall comply with all of the confidentiality requirements described in this Agreement regarding
Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Depositor,
the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating
Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided,
however, that the applicable Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report
at least five (5) Business Days prior to its delivery to the Depositor, the Certificate Administrator and the 17g-5 Information
Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are
provided by the applicable Special Servicer.


 


  (ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver notice of action and information required to be delivered
to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and
completeness of any information it is provided without liability for any such reliance hereunder. 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 not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)       (i)
After the calculation has been finalized (and if an Operating Advisor Consultation Event has occurred and is continuing prior
to the utilization by the applicable Special Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts or
(ii) net present value in accordance with Section 1.02(iv), the applicable Special Servicer shall forward such calculations,
together with any supporting material or additional information necessary in support thereof (including such additional information
reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any
Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate the accuracy of the mathematical calculations and the corresponding application
of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


  (ii)       In
connection with this Section 3.26(d), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the applicable Special Servicer) or net present value or the application of
the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and
applicable Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at


 






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those mathematical calculations or
any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with such
Special Servicer and provide any information reasonably requested by such Special Servicer necessary for the calculation of the
Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply (and shall provide prompt written
notice of such determination to the Operating Advisor and the applicable Special Servicer). 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
and shall be entitled to conclusively rely on such third party’s determination (provided such third party has been selected
with reasonable care by the Certificate Administrator).


 


(e)       Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor review
will be limited to an after-the-action review of the reports and material described above (together with any additional information
and material reviewed by the operating advisor), and, therefore, it shall have no involvement with respect to collateral substitutions,
assignments, workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions, lease changes or other similar
actions that the applicable Special Servicer may perform under this Agreement and will have no obligations at any time with respect
to any Non-Serviced Mortgage Loan.


 


With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice pursuant to this
Agreement (which includes notices posted to the Certificate Administrator’s Website), and, with respect to any obligations
of the Operating Advisor that are performed only after the occurrence and continuance of an Operating Advisor Consultation Event,
the Operating Advisor will have no obligation to perform any such duties until the receipt of such notice or actual knowledge
of the occurrence of an Operating Advisor Consultation Event.


 


(f)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the applicable Special Servicer and (for so long as no Consultation
Termination Event is continuing) the Directing Holder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan
and any applicable Excluded Loan), disclose such information to any other Person (including any Certificateholders which are not
then included in the Control Eligible Certificates, other than the Controlling Class Representative), other than (i) to the extent
expressly set forth herein, to the other parties to this Agreement with a notice indicating that such information is Privileged
Information, (ii) pursuant to a Privileged Information Exception or (iii) where necessary to support specific findings or conclusions
concerning allegations of deviations from the Servicing Standard (A) in the Operating Advisor Annual Report or (B) in connection
with a recommendation by the Operating Advisor to replace


 






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the applicable Special Servicer. 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 other than pursuant to a Privileged Information Exception. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating
Advisor.


 


(g)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(h)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans
but not any Companion Loan other than a Trust Subordinate Companion Loan), each REO Loan and Trust Subordinate Companion Loan.
As to each Mortgage Loan, each REO Loan and Trust Subordinate Companion Loan, the Operating Advisor Fee shall accrue from time
to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage
Loan, REO Loan or Trust Subordinate Companion Loan, as the case may be, and in the same manner as interest is calculated on the
related Mortgage Loan, REO Loan or Trust Subordinate Companion Loan, as the case may be, and, in connection with any partial month
interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or Trust
Subordinate Companion Loan or deemed to be due on such REO Loan is computed. The Operating Advisor Fee shall be payable from funds
on deposit in the Collection Account as provided in Section 3.05 of this Agreement.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent
such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation
obligations with respect to a Major Decision under this Agreement, the Master Servicer or the applicable Special Servicer processing
the Major Decision shall use efforts to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision that are consistent with the efforts that the Master Servicer or the applicable Special Servicer
processing the Major Decision would use to collect any Mortgagor-paid fees owed to it in accordance with the Servicing Standard
(taking into account whether or not such fees are provided for in the related loan agreement), but only to the extent not prohibited
by the related Mortgage Loan


 






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documents. The Master Servicer or applicable Special Servicer, as the case may be, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial
waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or such Special Servicer take any
enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or such Special Servicer, as applicable, shall consult, on a non-binding basis, with
the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor shall have no
obligations or consultation rights with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) with respect
to any AB Mortgage Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period or 1000 Wilshire Control
Termination Event, as applicable and a Control Termination Event; provided, further, that the Operating Advisor
shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(i)       Upon
(i) the written direction of holders of Non-Reduced Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor (provided
that the proposed successor Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such holders to the Certificate
Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote, the Certificate Administrator shall promptly provide written notice to all Certificateholders, and the RR Interest
Owners and the Operating Advisor of such request by posting such notice on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and concurrently by mail. Upon the written direction of holders of more than 50% of the Voting Rights
of the Non-Reduced Certificates that exercise their right to vote (provided that holders of at least 50% of the Voting
Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee will terminate all of the rights and obligations
of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights (arising out of events occurring prior to such
termination)) by written notice to the Operating Advisor, and the proposed successor operating advisor will be appointed.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder, RR Interest
Owner and Beneficial Owner of Certificates may access any notices posted on the “special notices” and on the “Risk
Retention” tabs on the Certificate Administrator’s Website, and each Certificateholder, RR Interest Owner and Beneficial
Owner of Certificates may register to receive email notifications when such notices are posted on the Certificate Administrator’s
Website. The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders and RR Interest
Owners for the reasonable expenses of posting notices of such requests.


 


(j)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of holders of Voting
Rights representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee


 






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shall promptly terminate the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided, that no
such termination shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations
of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the rights 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).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. If the
Trustee is unable to find a replacement Operating Advisor that is an Eligible Operating Advisor within thirty (30) days of the
termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any termination of the Operating
Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written
notice of the termination and appointment to the applicable Special Servicer, the Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider, the Depositor, the Controlling Class Representative (for any Mortgage Loan other than an applicable
Excluded Loan and only if no Consultation Termination Event has occurred), the Risk Retention Consultation Parties, the RR Interest
Owners and the Certificateholders.


 


(k)       The
holders of Voting Rights representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the certificate administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event, the Trustee and the Certificate Administrator shall be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(l)       Prior
to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative shall have the right to
consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor
appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been
granted if no objection is made within ten (10) Business Days following the Controlling Class Representative’s receipt of
the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(m)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Controlling Class Representative and the Risk Retention Consultation Parties, if applicable, if the Operating Advisor
has secured a replacement that is an Eligible Operating Advisor and (b) upon the appointment of, and the acceptance of such appointment
by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating


 






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Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(n)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(h) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(o)       The
parties hereto agree, and the Certificateholders and the RR Interest Owners by their acceptance of their Certificates or RR Interests
shall be deemed to have agreed, that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any
Certificateholder or RR Interest Owner for any actions taken or for refraining from taking any actions under this Agreement, (ii)
the Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor
shall have no (A) fiduciary duty, or (B) other duty except with respect to its specific obligations under this Agreement, and
shall have no duty to any particular Class of Certificates or particular Certificateholders or the RR Interest Owners, and (iv)
the Operating Advisor does not constitute an “investment adviser” within the meaning of the Investment Advisers Act
of 1940, as amended.


 


(p)       The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 3.26. Notwithstanding the foregoing
sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its
obligations under this Agreement.


 


(q)       For
the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations that
involve the same parties or Mortgagors involved in this securitization, any experience or knowledge gained by the Operating Advisor
from such other engagements may not be imputed to the Operating Advisor or its employees for this transaction; provided, however,
the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the applicable Special
Servicer during its periodic meetings.


 


Section
3.27 Companion Paying Agent.  (a) With respect to each of the Serviced Companion Loans (other than the Trust Subordinate
Companion Loan), the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement.


 






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(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans (other than the Trust Subordinate Companion Loan), upon the resignation or removal
of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall
be deemed simultaneously to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28 Companion Register.  The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan (other than the Trust Subordinate Companion Loan) on which it will record the names
and address of, and wire transfer instructions for, the Companion Holders from time to time, to the extent such information is
provided in writing to it by each Companion Holder. The initial Companion Holders, along with their respective name and address,
are listed on Exhibit S hereto. In the event a Companion Holder transfers a Companion Loan without notice to the Companion
Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall
have no obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer (which, unless required by the related Intercreditor Agreement to be sent to additional parties, shall be satisfied
by the delivery to the “master servicer” under the related Other Pooling and Servicing Agreement) under the Other
Pooling and Servicing Agreement.


 


Section
3.29 Certain Matters Relating to the Non-Serviced Mortgage Loans.  (a) In the event that any of the
applicable Non-Serviced Trustee, the applicable Non-Serviced 


 






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Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance
with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and the applicable Special Servicer shall
acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan
and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Co-Lender Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required.
The applicable Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance
of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the
related Co-Lender Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a
Consultation Termination Event, or the applicable Special Servicer, following the occurrence and during the continuance of a Consultation
Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity
as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related
Co-Lender Agreement.


 


(f)       With
respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.


 


(g)       On
the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage
File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by
the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling
Agreement and retain a copy of such Mortgage File and


 






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(ii) the Master Servicer shall, upon receipt of notice from the Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14)
and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer
on the related Servicing Shift Securitization Date.


 


Upon
receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized
on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release
of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in
connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to
the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly
upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30 Delivery of Excluded Information to the Certificate Administrator.  (a) Any Excluded Information that the Master
Servicer, a Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to
the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic
means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed
by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information
that is not appropriately labeled and delivered in accordance with this Section 3.30(a) shall not be separately posted
as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered
to the Certificate Administrator pursuant to this Section 3.30(a) shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicer, the applicable Special Servicer or the Operating Advisor shall have any obligations to separately
label and deliver any Excluded Information in accordance with this Section 3.30(a) until such party has received written
notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing
set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder on the Certificate Administrator’s Website on account


 






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of it constituting Excluded Information,
such Directing Holder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded
Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a).


 


(b)       Nothing
set forth in this Agreement shall prohibit the Directing Holder, any Controlling Class Certificateholder or any 1000 Wilshire
Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which the Directing Holder or such Controlling Class Certificateholder is not a Borrower
Party and, if such Excluded Information is not available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information, such Directing Holder or Controlling Class Certificateholder that
is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to reasonably request and
obtain such information in accordance with Section 4.02(f) of this Agreement.


 


Section
3.31 Litigation Control.  (a) Each Special Servicer (with respect to each Mortgage Loan and Serviced Whole Loan) shall
in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor,
other obligor on the related Note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust,
the Master Servicer and/or the applicable Special Servicer, or any predecessor master servicer or special servicer, and represent
the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the Mortgagor or other
Borrower-Related Party, under the related Mortgage Loan or Whole Loan, as applicable, the related Mortgaged Property or other
collateral securing such Mortgage Loan or Whole Loan, or the enforcement of the obligations of a Borrower-Related Party under
the related Mortgage Loan documents (“Loan-Related Litigation”). In the event that the Master Servicer is named
in any Loan-Related Litigation but the applicable Special Servicer is not named in such Loan-Related Litigation (and regardless
of whether the Trust is named), the Master Servicer shall notify the Directing Holder (for so long as no Consultation Termination
Event has occurred and is continuing) and the applicable Special Servicer of such litigation as soon as practicable but in any
event no later than within ten (10) Business Days of the Master Servicer receiving service of such Loan-Related Litigation.


 


(b)       To
the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the applicable Special Servicer
is named, in order to effectuate the role of the applicable Special Servicer as contemplated by the immediately preceding paragraph,
the Master Servicer shall (i) provide monthly status reports to the applicable Special Servicer, regarding such Loan-Related Litigation;
(ii) use reasonable efforts to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so
long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the applicable Special Servicer
with respect to decisions and resolutions related to the interests of the Trust in such Loan-Related Litigation, including but
not limited to the selection of counsel; provided that, the Master Servicer shall have the right to engage separate counsel
relating to claims against the Master Servicer to the extent set forth in Section 3.31(e) and provided, further,
that if there are claims against the Master Servicer and the Master Servicer has not determined that separate


 






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counsel is required
for such claims, such counsel selected by the applicable Special Servicer shall be reasonably acceptable to the Master Servicer.


 


(c)       The
applicable Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any
Loan-Related Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the
Directing Holder (only if the related Mortgage Loan is not an Excluded Loan and for so long as no Consultation Termination Event
has occurred and is continuing and to the extent the identity of the Directing Holder is actually known to the applicable Special
Servicer; provided that such Special Servicer shall make due inquiry of the Certificate Administrator as to the identity
of the Directing Holder), and the related holder of any Companion Loan (if such matter affects a Companion Loan and to the extent
the identity of the holder of such Companion Loan is actually known to the applicable Special Servicer), and the Directing Holder
(only if the related Mortgage Loan is not an Excluded Loan and for so long as no Control Termination Event has occurred and is
continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided
with all information that the Directing Holder has reasonably requested with respect thereto promptly following its receipt of
the subject notice (it being understood and agreed that if such written objection has not been received by the applicable Special
Servicer within such five (5) Business Day period, then the Directing Holder shall be deemed to have approved the taking of such
action); provided that, if the applicable Special Servicer determines (consistent with the Servicing Standard) that immediate
action is necessary to protect the interests of the Certificateholders and the RR Interest Owners and, with respect to a Serviced
Whole Loan, the related Companion Loan Holders, the applicable Special Servicer may take such action without waiting for the Directing
Holder’s response.


 


(d)       Notwithstanding
the foregoing, neither of the applicable Special Servicer nor the Master Servicer shall follow any advice, direction or consultation
provided by the Directing Holder or the Risk Retention Consultation Parties that would require or cause the applicable Special
Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require
or cause the applicable Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require
or cause the applicable Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole
Loan, expose any Certificateholder or RR Interest Owner or any party to this Agreement or their Affiliates, officers, directors
or agents to any claim, suit or liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC, for federal
income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or materially expand the scope of the applicable Special Servicer’s, the Master Servicer’s,
the Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)       Notwithstanding
the right of the applicable Special Servicer provided in this Section 3.31 to represent the interests of the Trust in Loan-Related
Litigation, and subject to the rights of the applicable Special Servicer to direct the Master Servicer’s actions in this
Section 3.31, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer,
including but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master
Servicer’s reasonable discretion, the


 






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cost of which shall be subject to indemnification as and to the extent provided in
this Agreement.


 


(f)       Further,
nothing in this Section shall require the Master Servicer, the applicable Special Servicer or any other party to this Agreement
to take or fail to take any action which, in such party’s reasonable judgment, may result in a violation of the REMIC Provisions
subject the Master Servicer, the applicable Special Servicer or other such party to liability, or materially expand the scope
of the Master Servicer’s, the applicable Special Servicer or such other party’s obligations under this Agreement.


 


(g)       Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the applicable Special
Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle
any claims asserted against the Master Servicer (whether or not the Trust or the applicable Special Servicer is named in any such
claims or Loan-Related Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims
against the Master Servicer (whether or not the Trust or the applicable Special Servicer is named in any such claims or Loan-Related
Litigation), provided in either case that (A) such settlement or other direction does not contain or require any admission of
liability, wrongdoing or consent to injunctive relief on the part of the Master Servicer, (B) the cost of such settlement or any
resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement, and payment of such cost or judgment
is provided for in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement
for all costs and expenses of the Master Servicer incurred in defending and settling the Loan-Related Litigation and for any related
judgment, (D) any action taken by the Master Servicer at the direction of the applicable Special Servicer shall be deemed (as
to the Master Servicer) to be in compliance with the Servicing Standard, and (E) the applicable Special Servicer provides the
Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C); and
provided, further, that, with respect to any material settlements with respect to any Mortgage Loan other than an
Excluded Loan, the applicable Special Servicer shall be required to obtain the consent or consultation of the Directing Holder
prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively.


 


(h)       In
the event both the Master Servicer and the applicable Special Servicer or Trust are named in Loan-Related Litigation, the Master
Servicer and the applicable Special Servicer shall cooperate with each other to afford the Master Servicer and the applicable
Special Servicer the rights afforded to such party in this Section 3.31.


 


(i)       This
Section shall not apply in the event, and to the extent, that the applicable Special Servicer authorizes the Master Servicer,
and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related
Litigation on behalf of the Trust in accordance with the Servicing Standard.


 


(j)       Notwithstanding
the foregoing, (x) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate Administrator,
Custodian, Asset Representations Reviewer or Operating Advisor, in its respective individual capacity, or in the event that any
judgment is rendered against the Trustee, Certificate Administrator, Custodian,


 






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Asset Representations Reviewer or Operating Advisor,
as applicable, in its individual capacity, the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or
Operating Advisor, as applicable, upon prior written notice to the Master Servicer or the applicable Special Servicer, as applicable,
may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not
to otherwise direct, manage or prosecute such litigation or claim); (y) in the event of any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor
or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans, Trust Subordinate
Companion Loan or Mortgaged Properties, neither the Master Servicer nor the applicable Special Servicer shall, without the prior
written consent of the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as
applicable, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator, Custodian,
Asset Representations Reviewer or Operating Advisor, as applicable, whether in such capacity or individually, (ii) engage counsel
to represent the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as applicable,
(iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer
or Operating Advisor, as applicable, in its individual capacity, or (iv) prepare, execute or deliver any government filings, forms,
permits, registrations or other documents or take any other similar actions with the intent to cause, and that actually causes,
the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as applicable, to be registered
to do business in any state (provided that neither the Master Servicer nor the applicable Special Servicer shall be responsible
for any delay due to the unwillingness of the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or
Operating Advisor to grant such consent); and (z) in the event that any court finds that the Trustee, Certificate Administrator,
Custodian, Asset Representations Reviewer or Operating Advisor, as applicable, is a necessary party in respect of any action,
suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trust Subordinate Companion
Loan, the Trustee, the Certificate Administrator, the Custodian, the Asset Representations Reviewer or the Operating Advisor,
as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect
and represent its interests, whether as Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating
Advisor, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided,
however, nothing in this subsection shall be interpreted to preclude the applicable Special Servicer (with respect to any
material Loan-Related Litigation and with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation
of the Directing Holder prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event,
respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trust. For the avoidance
of doubt, nothing in this Section shall impact the indemnification rights of the parties as set forth in Section 6.04.


 


Notwithstanding
the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall
have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced
or at any time during the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC or Trimont Real Estate Advisors,
LLC, as applicable, is no longer the applicable Special


 






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Servicer with respect to the related Mortgage Loan or related Whole Loan
or has received notice of its replacement as applicable Special Servicer with respect to the related Mortgage Loan or related
Whole Loan whether or not such replacement is effective or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial
Purchaser, or any of their respective Affiliates is an adverse party (with respect to the Trust or the applicable Special Servicer)
to such Loan-Related Litigation or holds any interest that is adverse to the Trust or the applicable Special Servicer in the related
Mortgage Loan or related Whole Loan (or any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation
relates, unless otherwise agreed to in writing by each of the Depositor, Mortgage Loan Seller, Initial Purchaser, or Affiliate
that is such a party or holds such interest. In each case under clauses (i) and (ii) above, the applicable party
listed above shall use reasonable efforts to provide notice of such occurrence to the Master Servicer pursuant to this Agreement.
For the avoidance of doubt, the rights and obligations of the Master Servicer and the applicable Special Servicer relating to
any Loan-Related Litigation shall be limited solely to the representation of the Trust and itself, separate and apart from the
interests of any other party thereto. For the further avoidance of doubt, in such circumstance described in this paragraph, the
rights and obligations of the Master Servicer and the applicable Special Servicer relating to litigation shall be as otherwise
set forth with respect to servicing in this Agreement.


 


Section
3.32 Horizontal Credit Risk Retention.  (a) The Third Party Purchaser, prior to its acquisition of Certificates that
constitute the Required Third Party Purchaser Retention Amount, will be required to enter into an agreement with the Sponsor (the
“Credit Risk Retention Compliance Agreement”).


 


(b)       None
of the Master Servicer, Trustee, the Certificate Administrator or the Custodian shall be obligated to monitor, supervise or enforce
the performance of any party under the Credit Risk Retention Compliance Agreement.


 


Section
3.33 Resignation Upon Prohibited Risk Retention Affiliation.   Under the
Risk Retention Rule, any Third Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the
Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As long
as the prohibition exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the
Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate
Administrator or the Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of
the Third Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate
Administrator or the Trustee receiving written notice by any other party to this Agreement, the Third Party Purchaser, the Sponsor
or any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable,
is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining
actual knowledge that it is or has become a Risk Retention Affiliate of the Third Party Purchaser or any other party to this Agreement
(in such case, an “Impermissible Operating Advisor Affiliate” and “Impermissible Asset Representations
Reviewer Affiliate”, respectively; and either of an Impermissible TPP Affiliate, an Impermissible Operating Advisor
Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”),
such Impermissible Risk Retention Affiliate shall be


 






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required to promptly notify the Sponsor and the other parties to this Agreement
and resign in accordance with Section 3.26, Section 6.05, Section 8.07 or Section 12.03, as applicable.
The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other
party to this Agreement, the Issuing Entity and each Rating Agency in connection with such resignation as and to the extent required
under this Agreement; provided, however, if the affiliation causing an Impermissible Risk Retention Affiliate is
the result of the Third Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of
such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense of the Issuing Entity.


 


Section
3.34 Trust Subordinate Companion Loan.  (a) With respect to the Trust Subordinate Companion Loan, references to actions
being taken for the benefit of such Trust Subordinate Companion Loan or in the best interests of the holders of the Loan-Specific
Certificates in this Agreement shall be deemed to be taken (and subject to the same considerations) also for the benefit of, or
to be taken in the best interests of, the Holders of such Loan-Specific Certificates, as beneficial owners of such Trust Subordinate
Companion Loan.


 


(b)       Any
notices, reports or other information related to the Trust Subordinate Companion Loan required to be delivered by a party under
this Agreement or the related Co-Lender Agreement to the holders of the Loan-Specific Certificates or the holders of such Trust
Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders) to the related 1000 Wilshire Loan-Specific
Directing Holder by such party within the same time periods as such notices, reports or other information are required to be delivered
to the holder of such Trust Subordinate Companion Loan.


 


(c)       Any
consents required to be obtained from the holder of the Trust Subordinate Companion Loan under this Agreement or the related Co-Lender
Agreement or any obligation under this Agreement or the related Co-Lender Agreement of the Master Servicer or the applicable Special
Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction of the holder of such
Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent of or follow
the direction of the related 1000 Wilshire Loan-Specific Directing Holder.


 


(d)       With
respect to the 1000 Wilshire Whole Loan, subject to the foregoing and applicable REMIC Provisions, the 1000 Wilshire Loan-Specific
Directing Holder may direct the Master Servicer or the applicable Special Servicer, on behalf of the Trustee and the holders of
the Loan-Specific Certificates to implement the holder of such Trust Subordinate Companion Loan’s exercise of any rights,
to the extent that each such holder is entitled to such rights under the related Co-Lender Agreement.


 


(e)       Prior
to the applicable Special Servicer obtaining the consent of, or consulting with the 1000 Wilshire Loan-Specific Directing Holder
to the extent provided for under the related Co-Lender Agreement, such 1000 Wilshire Loan-Specific Directing Holder shall have
delivered to the applicable Special Servicer an officer’s certificate in form and substance acceptable to the applicable
Special Servicer (with a copy to the Master Servicer), as applicable, stating such party is not the related Mortgagor or an affiliate
of the related Mortgagor or acting on behalf of the related Mortgagor or one or more of its Affiliates.


 






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(f)       Subject
to Section 3.01(p), at any time the 1000 Wilshire Mortgage Loan or 1000 Wilshire Mortgage Loan is not part of the Trust,
the Master Servicer or applicable Special Servicer shall have no obligation to service such Mortgage Loan and shall solely service
the Trust Subordinate Companion Loan until such Trust Subordinate Companion Loan is removed from the Trust pursuant to Section
3.34(g) and shall have no obligation to make any Advance with respect to such Trust Subordinate Companion Loan, such related
Mortgage Loan or the related AB Whole Loan.


 


(g)       Within
two (2) Business Days following the removal of the 1000 Wilshire Mortgage Loan from the Trust as a result of a repurchase of such
Mortgage Loan by the Mortgage Loan Seller, the applicable Special Servicer shall provide written notice (an “Exchange
Election Notice”) to the Certificate Administrator who shall upon receipt thereof notify the 1000 Wilshire Loan-Specific
Directing Holder (by posting such Exchange Election Notice to the Certificate Administrator’s Website) that the Holders
of all of the Loan-Specific Certificates may unanimously elect to exchange their Certificates for the Trust Subordinate Companion
Loan (an “Exchange”) by delivery of written notice (an “Acceptance Notice”) to the Depositor,
Master Servicer, applicable Special Servicer, Certificate Administrator and Trustee within 5 Business Days of receipt of the Exchange
Election Notice. In the event an Acceptance Notice is not delivered within such 5 Business Days, the applicable Special Servicer
shall use commercially reasonable efforts to sell such Trust Subordinate Companion Loan, for the fair value of such asset. The
Holders of such class of Certificates shall pay (from their own funds and not from amounts allocable from any portion of the Trust
to such Class of Certificates) all costs and expenses of the Master Servicer, the applicable Special Servicer, the Certificate
Administrator and Trustee incurred in connection with the Exchange. The Exchange shall be subject to the reasonable procedures
established by the Trustee and Certificate Registrar in connection with the Exchange.


 


Section
3.35 1000 Wilshire Loan-Specific Directing Holder.  (a) The Certificateholder(s) holding more than fifty percent (50%)
of the Certificate Balance of the 1000 Wilshire Controlling Class, shall have the right to appoint and replace (for any reason)
the 1000 Wilshire Loan-Specific Directing Holder.


 


(b)       The
1000 Wilshire Loan-Specific Directing Holder shall not have any liability to the Holders of the Loan-Specific Certificates or
any other Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent
or failure to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance of a 1000 Wilshire
Loan-Specific Certificate or other Certificate, each holder of a 1000 Wilshire Loan-Specific Certificate or other Certificate
will be deemed to have confirmed its agreement that such 1000 Wilshire Loan-Specific Directing Holder may take or refrain from
taking actions, or give or refrain from giving any consents, that favor the interests of the appointing Certificateholder(s) over
any other holder of such Class of Certificates or other Certificate, and that such 1000 Wilshire Loan-Specific Directing Holder
may have special relationships and interests that conflict with the interests of other Holders of such Class of Certificates or
any other Certificates, will be deemed to have agreed to take no action against such 1000 Wilshire Loan-Specific Directing Holder
or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests, and
that any 1000 Wilshire Loan-Specific Directing Holder will not be deemed to have been grossly negligent or


 






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reckless, or to have
acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of
its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests
of the Holders of the Loan-Specific Certificates.


 


(c)       Each
Holder of a 1000 Wilshire Loan-Specific Certificate is hereby deemed to have agreed by virtue of its purchase of such a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the applicable Special Servicer and the Operating Advisor of the transfer of any such Certificate, the selection of a 1000 Wilshire
Loan-Specific Directing Holder or the resignation or removal thereof, by delivering a notice to each such Person substantially
in the form of Exhibit UU, attached hereto (which notice shall include the contact information of the selected 1000 Wilshire
Loan-Specific Directing Holder, if applicable).


 


(d)       With
respect to the 1000 Wilshire Whole Loan, the 1000 Wilshire Loan-Specific Directing Holder shall be entitled, prior to the occurrence
and continuance of a Trust Subordinate Companion Loan Control Termination Event, to exercise the rights of the “Controlling
Noteholder”, as defined in and under the terms of, the related Co-Lender Agreement.


 


Article
IV



distributions TO CERTIFICATEHOLDERS and RR Interest ownerS


 


Section
4.01   Distributions.


 


(a)       Distributions
of Pooled RR Interest Available Funds. On each Distribution Date, the Certificate Administrator shall be deemed to transfer
the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account
with respect to the LRI Uncertificated Interest in the amount of the Pooled RR Interest Available Funds, in the amounts and priorities
set forth below, and immediately thereafter, shall make a distribution thereof from the Upper-Tier REMIC Distribution Account,
satisfying in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding
priority:


 


(i)        first,
to the Pooled RR Interest Owner, in respect of interest, up to an amount equal to the Pooled RR Interest Distribution Amount for
such Distribution Date;


 


(ii)      second,
to the Pooled RR Interest Owner, in reduction of the Pooled RR Interest Balance, up to an amount equal to the Pooled RR Interest
Principal Distribution Amount for such Distribution Date until the outstanding Pooled RR Interest Balance has been reduced to
zero;


 


(iii)     third,
to the Pooled RR Interest Owner, up to an amount equal to the unreimbursed Pooled RR Interest Realized Losses previously allocated
to the Pooled RR Interest, plus interest on that amount equal to the Pooled RR Interest Realized Loss Interest Distribution Amount
on such Distribution Date;


 






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provided,
however, that to the extent any Pooled RR Interest Available Funds remain in the Upper-Tier REMIC Distribution Account
after applying amounts set forth in clauses (i)-(iii) above, any such amounts so remaining shall be disbursed to the Holders
of the Class R Certificates in respect of the Class UR Interest.


 


(b)       Distributions
of Pooled Certificate Available Funds. On each Distribution Date, to the extent of the Pooled Certificate Available Funds
for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from
the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth
in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests (other than the LRI Uncertificated Interest),
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


 


  (i)       first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-AB Certificates, the Class X-A Certificates and the Class X-B Certificates, in respect
of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts in
respect of such Class of Certificates for such Distribution Date;


 


  (ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-AB Certificates in reduction of the Certificate Balances thereof: (I) prior to the
Cross-Over Date (1) first, to the Holders of the Class A-AB Certificates, in an amount up to the Pooled Certificate Principal
Distribution Amount, until the outstanding Certificate Balance of the Class A-AB Certificates has been reduced to the Class A-AB
Scheduled Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an
amount up to the Pooled Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions specified
in subclause (1) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-1 Certificates has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the
Pooled Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1) and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates, in an amount up to
the Pooled Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an
amount up to the Pooled Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions specified
in subclauses (1), (2), (3) and (4) above have been made on such Distribution Date), until the outstanding
Certificate Balances of the Class A-4 Certificates has been reduced to zero; (6) sixth, to


 






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the Holders of the Class A-5
Certificates, in an amount up to the Pooled Certificate Principal Distribution Amount (or the portion thereof remaining after
any distributions specified in subclauses (1), (2), (3), (4) and (5) above have been made on such
Distribution Date), until the outstanding Certificate Balances of the Class A-5 Certificates has been reduced to zero, and (7)
seventh, to the Holders of the Class A-AB Certificates, in an amount up to the Pooled Certificate Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3), (4),
(5) and (6) above have been made on such Distribution Date), until the outstanding Certificate Balances of the Class
A-AB Certificates, without regard to the Class A-AB Scheduled Principal Balance, has been reduced to zero; and (II) on or after
the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates, pro rata
(based on their respective Certificate Balances) in an amount equal to the Pooled Certificate Principal Distribution Amount for
such Distribution Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and
Class A-AB Certificates is reduced to zero;


 


(iii)       third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-AB Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled
Realized Losses previously allocated to such Classes pro rata (based upon the aggregate unreimbursed Pooled Realized Losses
previously allocated to each such Class), then (ii) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Realized
Loss was allocated to such Class until the date such Pooled Realized Loss is reimbursed;


 


(iv)       fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)       fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and Class A-AB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates
in reduction of the Certificate Balance thereof, up to an amount equal to the Pooled Certificate Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-AB Certificates have been made on such Distribution Date) until the outstanding Certificate Balance of the Class
A-S Certificates has been reduced to zero;


 


(vi)       sixth,
to the Holders of the Class A-S Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Realized
Loss was allocated to such Class until the date such Pooled Realized Loss is reimbursed;


 






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(vii)       seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)      eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Pooled Certificate Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A Certificates have been made on such Distribution
Date) until the Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)         ninth,
to the Holders of the Class B Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Realized Loss
was allocated to such Class until the date such Pooled Realized Loss is reimbursed;


 


(x)         tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xi)        eleventh,
after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates in reduction of the Certificate Balance thereof, up to an amount equal to the Pooled Certificate Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and the Class
B Certificates have been made on such Distribution Date) until the Certificate Balance of the Class C Certificates has been reduced
to zero;


 


(xii)       twelfth,
to the Holders of the Class C Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Realized Loss
was allocated to such Class until the date such Pooled Realized Loss is reimbursed;


 


(xiii)      thirteenth,
to the Holders of the Class D Certificates and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro
rata in accordance with, the respective Interest Distribution Amounts in respect of such Class of Certificates for such Distribution
Date;


 


(xiv)      fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Pooled
Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates, Class B Certificates


 






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and Class C Certificates have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class D Certificates has been reduced to zero;


 


(xv)        fifteenth,
to the Holders of the Class D Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Realized Loss
was allocated to such Class until the date such Pooled Realized Loss is reimbursed;


 


(xvi)       sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)      seventeenth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Pooled Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates, the Class B Certificates, the Class C Certificates and Class D Certificates have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)     eighteenth,
to the Holders of the Class E Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Realized Loss
was allocated to such Class until the date such Pooled Realized Loss is reimbursed;


 


(xix)        nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xx)         twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Pooled Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced
to zero;


 


(xxi)        twenty-first,
to the Holders of the Class F Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded


 






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monthly from the date the related Pooled Realized Loss
was allocated to such Class until the date such Pooled Realized Loss is reimbursed;




 


(xxii)       twenty-second,
to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Pooled Certificate Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates and Class F Certificates have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class G-RR Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth,
to the Holders of the Class G-RR Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Realized
Loss was allocated to such Class until the date such Pooled Realized Loss is reimbursed;


 


(xxv)       twenty-fifth,
to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates and Class G-RR Certificates have been reduced to zero, to the Holders of the Class
H-RR Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Pooled Certificate Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates,
Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G-RR Certificates have been made
on such Distribution Date), until the outstanding Certificate Balance of the Class H-RR Certificates has been reduced to zero;


 


(xxvii)       twenty-seventh,
to the Holders of the Class H-RR Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Realized
Loss was allocated to such Class until the date such Pooled Realized Loss is reimbursed; and


 






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(xxviii)       twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Certificate Available
Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled
principal payments are subsequently received by the Master Servicer and required to be part of the Pooled Certificate Available
Funds for such Distribution Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate
Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such
Distribution Date. None of the Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be liable
or held responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the
actions described in the preceding sentence.


 


(c)       (i)
Distributions of 1000 Wilshire RR Interest Available Funds. On each Distribution Date, the Certificate Administrator shall
be deemed to transfer the Lower-Tier Distribution Amount from the Trust Subordinate Companion Loan REMIC Distribution Account
to the Upper-Tier REMIC Distribution Account with respect to the LWLSRI Uncertificated Interest in the amount of the 1000 Wilshire
RR Interest Available Funds, in the amounts and priorities set forth below, and immediately thereafter, shall make a distribution
thereof from the Upper-Tier REMIC Distribution Account, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:


 


(A)       first,
to the 1000 Wilshire RR Interest Owner, in respect of interest, up to an amount equal to the 1000 Wilshire RR Interest Distribution
Amount for such Distribution Date;


 


(B)       second,
to the 1000 Wilshire RR Interest Owner, in reduction of the 1000 Wilshire RR Interest Balance, up to an amount equal to the 1000
Wilshire RR Interest Principal Distribution Amount for such Distribution Date until the outstanding 1000 Wilshire RR Interest
Balance has been reduced to zero;


 


(C)       third,
to the 1000 Wilshire RR Interest Owner, up to an amount equal to the unreimbursed 1000 Wilshire RR Interest Realized Losses previously
allocated to the 1000 Wilshire RR Interest, plus interest on that amount equal to the 1000 Wilshire RR Interest Realized Loss
Interest Distribution Amount on such Distribution Date;


 


provided,
however, that to the extent any 1000 Wilshire RR Interest Available Funds remain in the Upper-Tier REMIC Distribution Account
after applying amounts set forth in clauses (i)-(iii) above, any such amounts so remaining shall be disbursed to the Holders
of the Class R Certificates in respect of the Class UR Interest.


 


(ii)       Distributions
of 1000 Wilshire Certificate Available Funds. On each Distribution Date, to the extent of the 1000 Wilshire Certificate Available
Funds for such


 






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Distribution Date, the Certificate Administrator shall be deemed to transfer the 1000 Wilshire Interest Distribution
Amount and the 1000 Wilshire Certificate Principal Distribution Amount from the Trust Subordinate Companion Loan REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth below with respect to each Class
of Trust Subordinate Companion Loan REMIC Regular Interests, and immediately thereafter, shall make distributions thereof from
the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible,
each priority before making any distribution with respect to any succeeding priority:


 


(A)       first,
to the Class WLS-A Certificates, in respect of interest, up to an amount equal to the 1000 Wilshire Interest Distribution Amount
for that Class;


 


(B)       second,
to the Holders of the Class WLS-A Certificates, in reduction of their Certificate Balance, up to an amount equal to the 1000 Wilshire
Certificate Principal Distribution Amount, until the Certificate Balance of the Class WLS-A Certificates is reduced to zero;


 


(C)       third,
to the Class WLS-A Certificates, first (i) up to an amount equal to the aggregate of unreimbursed 1000 Wilshire Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related 1000 Wilshire Realized
Loss was allocated to such Class until the date such 1000 Wilshire Realized Loss is reimbursed;


 


(D)       fourth,
to the Class WLS-B Certificates, in respect of interest, up to an amount equal to the 1000 Wilshire Interest Distribution Amount
for that Class;


 


(E)       fifth,
after the Certificate Balances of the Class WLS-A Certificates have been reduced to zero, to the Holders of the Class WLS-B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the 1000 Wilshire Certificate Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class WLS-A Certificates have been made on
such Distribution Date), until the Certificate Balance of the Class WLS-B Certificates has been reduced to zero;


 


(F)       sixth,
to the Class WLS-B Certificates, first (i) up to an amount equal to the aggregate of unreimbursed 1000 Wilshire Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related 1000 Wilshire Realized
Loss was allocated to such Class until the date such 1000 Wilshire Realized Loss is reimbursed;


 






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(G)       seventh,
to the Class WLS-C Certificates, in respect of interest, up to an amount equal to the 1000 Wilshire Interest Distribution Amount
for that Class;


 


(H)       eighth,
after the Certificate Balances of the Class WLS-A Certificates and Class WLS-B Certificates have been reduced to zero, to the
Holders of the Class WLS-C Certificates, in reduction of their Certificate Balance, up to an amount equal to the 1000 Wilshire
Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class WLS-A
Certificates and Class WLS-B Certificates have been made on such Distribution Date), until the Certificate Balance of the Class
WLS-C Certificates is reduced to zero;


 


(I)       ninth,
to the Class WLS-C Certificates, first (i) up to an amount equal to the aggregate of unreimbursed 1000 Wilshire Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related 1000 Wilshire Realized
Loss was allocated to such Class until the date such 1000 Wilshire Realized Loss is reimbursed;


 


(J)       tenth,
to the Class WLS-D Certificates, in respect of interest, up to an amount equal to the 1000 Wilshire Interest Distribution Amount
for that Class;


 


(K)       eleventh,
after the Certificate Balances of the Class WLS-A Certificates, Class WLS-B Certificates and Class WLS-C Certificates have been
reduced to zero, to the Holders of the Class WLS-D Certificates, in reduction of their Certificate Balance, up to an amount equal
to the 1000 Wilshire Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class WLS-A Certificates, the Class WLS-B Certificates and Class WLS-C Certificates have been made on such Distribution
Date), until the Certificate Balance of the Class WLS-D Certificates is reduced to zero;


 


(L)       twelfth,
to the Class WLS-D Certificates, first (i) up to an amount equal to the aggregate of unreimbursed 1000 Wilshire Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related 1000 Wilshire Realized
Loss was allocated to such Class until the date such 1000 Wilshire Realized Loss is reimbursed;


 


(M)       thirteenth,
to the Class WLS-E Certificates, in respect of interest, up to an amount equal to the 1000 Wilshire Interest Distribution Amount
for that Class;


 






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(N)       fourteenth,
after the Certificate Balances of the Class WLS-A Certificates, Class WLS-B Certificates, Class WLS-C Certificates and Class WLS-D
Certificates have been reduced to zero, to the Holders of the Class WLS-E Certificates, in reduction of their Certificate Balance,
up to an amount equal to the 1000 Wilshire Certificate Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class WLS-A Certificates, the Class WLS-B Certificates, Class WLS-C Certificates and Class WLS-D
Certificates have been made on such Distribution Date), until the Certificate Balance of the Class WLS-E Certificates is reduced
to zero;


 


(O)       fifteenth,
to the Class WLS-E Certificates, first (i) up to an amount equal to the aggregate of unreimbursed 1000 Wilshire Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related 1000 Wilshire Realized
Loss was allocated to such Class until the date such 1000 Wilshire Realized Loss is reimbursed; and


 


(P)       sixteenth,
to the Class R Certificates in respect of the Class WLS-R Interest, any remaining amounts.


 


On
each Distribution Date, each Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive distributions
in respect of principal or reimbursement of 1000 Wilshire Realized Loss in an amount equal to the amount of principal or reimbursement
of 1000 Wilshire Realized Loss actually distributable to the Holders of the respective Related Certificates as provided in Section
4.01(c), Section 4.01(g) and Section 4.01(j) such that at all times the Lower-Tier Principal Amount of each Class of
Trust Subordinate Companion Loan REMIC Regular Interests is equal to the Certificate Balance of the Class of Related Certificates.
On each Distribution Date, the Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive distributions
in respect of interest in an amount equal to the 1000 Wilshire Interest Distribution Amount in respect of its Related Certificates,
computed based on an interest rate equal to the excess of the Net Mortgage Rate of the Trust Subordinate Companion Loan over the
Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each
case to the extent actually distributable thereon as provided in this Section 4.01(c). Amounts distributable pursuant to
this paragraph are referred to herein collectively as the “Trust Subordinate Companion Loan REMIC Distribution Amounts”
and shall be made by the Certificate Administrator by deeming such Trust Subordinate Companion Loan REMIC Distribution Amount
to be withdrawn from the Trust Subordinate Companion Loan REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution
Account.


 


As
of any date, the principal balance of each Trust Subordinate Companion Loan REMIC Regular Interest shall equal the Certificate
Balance of the Related Certificates with respect thereto, as adjusted for the allocation of 1000 Wilshire Realized Losses, as
provided in Section 4.04(b) and 4.04(c). The initial principal balance of each Trust Subordinate Companion Loan
REMIC Regular Interest shall equal the respective Original Lower-Tier Principal Amount.






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The pass-through rate with respect to
each Trust Subordinate Companion Loan REMIC Regular Interest shall be the rate per annum set forth in the Preliminary Statement
hereto.


 


Any
amount that remains in the Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution
of the Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section
4.01(f)(iii) shall be distributed to Holders of the Class R Certificates in respect of the Class WLS-R Interest (but only
to the extent of 1000 Wilshire Available Funds for such Distribution Date remaining in the Trust Subordinate Companion Loan REMIC
Distribution Account, if any).


 


(d)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Losses or RR Interest Realized Losses
actually distributable to the Holders of the respective Related Certificates or the RR Interest Owners as provided in Section
4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(e), Section 4.01(g) and Section 4.01(j) such
that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate Balance
of the Class of Related Certificates or RR Interests. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed
to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount or Pooled RR Interest Distribution
Amount, as applicable, in respect of its Related Certificates or Pooled RR Interest, plus a pro rata portion of the Interest
Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LAAB and
Class LAS Lower-Tier Regular Interests, the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interest,
the Class X-B Certificates, and (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, in each
case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate
of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(b). Amounts distributable pursuant to this paragraph are referred
to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator
by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited
in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
or RR Interests with respect thereto, as adjusted for the allocation of Realized Losses and RR Interest Realized Losses, as provided
in Section 4.04(b) and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the
respective Original Lower-Tier Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall
be the rate per annum set forth in the Preliminary Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(f)(iii) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the


 






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Available Funds
for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(e)       On
and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates have all been reduced to zero,
any amounts representing reimbursements of Realized Losses previously allocated to such Classes, if available, will be distributed
to the Senior Certificates pro rata based on their respective Certificate Balances. On and after the Distribution Date
on which the Certificate Balances of the Class WLS-B, Class WLS-C, Class WLS-D and Class WLS-E Certificates have all been reduced
to zero, any amounts representing reimbursements of Realized Losses previously allocated to such Classes, if available, will be
distributed to the Class WLS-A Certificates.


 


(f)       (i)
On any Distribution Date, the Pooled RRI Percentage of any Yield Maintenance Charge collected on the Mortgage Loans as of the
related Determination Date shall be distributed to the Pooled RR Interest Owner, and the Pooled Non-RRI Percentage of any Yield
Maintenance Charge shall be distributed to Holders of the Classes of Certificates as follows: (a) pro rata, between (i)
the group (the “YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class
X-A and Class A-S Certificates and (ii) the group (the “YM Group B” and collectively with the YM Group A, the
“YM Groups”) of the Class X-B Certificates, the Class B Certificates, the Class C Certificates, Class D Certificates
and Class E Certificates based upon the aggregate amount of principal distributed to the Classes of Pooled Principal Balance Certificates
in each YM Group on such Distribution Date; and (b) as among the respective Classes of Pooled Principal Balance Certificates in
each YM Group in the following manner: (1) the holders of each Class of Pooled Principal Balance 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 Pooled Principal Balance Certificates
on such Distribution Date, and the denominator of which is the total amount of principal distributed to all of the Principal Balance
Certificates in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and
such Class of Certificates 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 Pooled Principal Balance 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, the aggregate amount of such Yield Maintenance Charges will be allocated among all such Classes
of Pooled Principal Balance Certificates up to, and on a pro rata basis in accordance with, their respective entitlements
in those Yield Maintenance Charges in accordance with the first sentence of this paragraph.


 


 (ii)       No
Yield Maintenance Charges shall be distributed to the Holders of the Class X-D, Class F, Class G-RR, Class H-RR, Class S or Class
R Certificates. After the Distribution Date on which the Notional Amounts of the Class X-A and Class X-B Certificates and the
Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class
D and Class E Certificates have been reduced to zero, all the Pooled Non-RRI Percentage of all Yield Maintenance Charges collected
with respect to the Mortgage Loans allocated to the Certificateholders


 






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will be distributed pro rata to the Holders of the
Class X-B Certificates and the Pooled RRI Percentage of all Yield Maintenance Charges and Prepayment Premiums with respect to
the Mortgage Loans shall be distributed to the Pooled RR Interest.


 


(iii)       All
distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Regular Certificates (other than the
Loan-Specific Certificates) or the Pooled RR Interest on each Distribution Date pursuant to Section 4.01(f) or Section
4.01(f)(ii) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of
the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect of each such Class
of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above and (ii) in respect of the
Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(f)(iv) below shall first be deemed
to be distributed from the Trust Subordinate Companion Loan REMIC Distribution Account to the Upper-Tier REMIC in respect of the
Trust Subordinate Companion Loan REMIC Regular Interests, pro rata based on the amount of principal distributed in respect
of each such Class of Trust Subordinate Companion Loan REMIC Regular Interests for such Distribution Date pursuant to Section
4.01(c) above.


 


(iv)       On
any Distribution Date, the 1000 Wilshire RRI Percentage of any Yield Maintenance Charge collected on the Trust Subordinate Companion
Loan as of the related Determination Date shall be distributed to the 1000 Wilshire RR Interest Owner and the 1000 Wilshire Non-RRI
Percentage of any Yield Maintenance Charge shall be distributed pursuant to the related Co-Lender Agreement to Holders of the
Loan-Specific Certificates as follows, to the holders of the Class WLS-A, Class WLS-B, Class WLS-C, Class WLS-D and Class WLS-E
Certificates in an amount equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such
class of Loan-Specific Certificates on such Distribution Date and whose denominator is the total amount of principal distributed
to the holders of the Class WLS-A, Class WLS-B, Class WLS-C, Class WLS-D and Class WLS-E Certificates on such Distribution Date,
(y) the 1000 Wilshire Base Interest Fraction for the related principal prepayment and such class of Loan-Specific Certificates
and (z) the 1000 Wilshire Non-RRI Percentage of the aggregate amount of such yield maintenance charges allocated to the Trust
Subordinate Companion Loan. If there is more than one Class of Loan-Specific Certificates entitled to distributions of principal
on any particular Distribution Date on which Yield Maintenance Charges are distributable to such Class(es) of Certificates, the
aggregate amount of such Yield Maintenance Charges will be allocated among all such Classes of Loan-Specific Certificates up to,
and on a pro rata basis in accordance with, their respective entitlements in those Yield Maintenance Charges in accordance with
the first sentence of this paragraph.


 


(g)       On
each Distribution Date, the Certificate Administrator shall withdraw amounts (i) from the Pooled Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of
the Pooled Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the
Related Lower-Tier Regular Interests) up to an amount equal to all Pooled Realized Losses, if any, previously deemed allocated
to them and unreimbursed after


 






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application of the Pooled Certificate Available Funds for such Distribution Date, and (ii) from
the Pooled RR Interest Gain-on-Sale Reserve Account (other than amounts with respect to a Non-Serviced Mortgage Loan) and shall
distribute such amounts to reimburse the Pooled RR Interest Owner (first deeming such amounts to be distributed with respect to
the Related Lower-Tier Regular Interests) up to an amount equal to all Pooled RR Interest Realized Losses, if any, previously
deemed allocated to the Pooled RR Interest and unreimbursed after application of the Pooled RR Interest Available Funds for such
Distribution Date. Amounts paid from the Pooled Gain-on-Sale Reserve Account or the Pooled RR Interest Gain-on-Sale Reserve Account
will not reduce the Certificate Balances of the Classes of Certificates receiving such distributions or the Pooled RR Interest
Balance, as applicable. Any amounts remaining (1) in the Pooled Gain-on-Sale Reserve Account after such distributions shall be
held and applied to offset future Pooled Realized Losses with respect to the Pooled Principal Balance Certificates and related
Pooled Realized Losses in each case allocable to the Pooled Certificates and (2) in the Pooled RR Interest Gain-on-Sale Reserve
Account after such distributions shall be held and applied to offset future Pooled RR Interest Realized Losses with respect to
the Pooled RR Interest. Upon termination of the Trust, any amounts remaining in the Pooled Gain-on-Sale Reserve Account and the
Pooled RR Interest Gain-on-Sale Reserve Account shall be distributed to the Class R Certificateholders from the Lower-Tier REMIC
in respect of the Class LR Interest.


 


On
each Distribution Date, the Certificate Administrator shall withdraw amounts (i) from the 1000 Wilshire Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of
the Loan-Specific Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect
to the Related Lower-Tier Regular Interests) up to an amount equal to all 1000 Wilshire Realized Losses, if any, previously deemed
allocated to them and unreimbursed after application of the 1000 Wilshire Certificate Available Funds for such Distribution Date,
and (ii) from the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account (other than amounts with respect to a Non-Serviced Mortgage
Loan) and shall distribute such amounts to reimburse the 1000 Wilshire RR Interest Owner (first deeming such amounts to be distributed
with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all 1000 Wilshire RR Interest Realized Losses,
if any, previously deemed allocated to the 1000 Wilshire RR Interest and unreimbursed after application of the 1000 Wilshire RR
Interest Available Funds for such Distribution Date. Amounts paid from the 1000 Wilshire Gain-on-Sale Reserve Account or the 1000
Wilshire RR Interest Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates receiving
such distributions or the 1000 Wilshire RR Interest Balance, as applicable. Any amounts remaining (1) in the 1000 Wilshire Gain-on-Sale
Reserve Account after such distributions shall be held and applied to offset future 1000 Wilshire Realized Losses with respect
to the 1000 Wilshire Principal Balance Certificates and related 1000 Wilshire Realized Losses in each case allocable to the Loan-Specific
Certificates and (2) in the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account after such distributions shall be held and
applied to offset future 1000 Wilshire RR Interest Realized Losses with respect to the 1000 Wilshire RR Interest. Upon termination
of the Trust, any amounts remaining in the 1000 Wilshire Gain-on-Sale Reserve Account and the 1000 Wilshire RR Interest Gain-on-Sale
Reserve Account shall be distributed to the Class R Certificateholders from the Trust Subordinate Companion Loan REMIC in respect
of the Class WLS-R Interest.


 






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(h)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(i), 4.01(j) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate or RR Interest (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner,
but, in the case of the Certificates, only upon presentation and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicers or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(i)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) or RR Interests (determined without regard to any possible future reimbursement
of any amount of Pooled RR Interest Realized Losses previously allocated to the Pooled RR Interest or 1000 Wilshire RR Interest
Realized Losses previously allocated to the 1000 Wilshire RR Interest) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)       the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates or the RR Interests will
be made on such Distribution Date but, in the case of the Certificates, only upon presentation and surrender of such Certificates
at the offices of the Certificate Registrar or such other location therein specified; and


 






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(ii)       no
interest shall accrue on such Certificates or the RR Interests from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(i) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(i).


 


(j)       Distributions
in reimbursement of Realized Losses or RR Interest Realized Losses previously allocated to the Regular Certificates or the RR
Interests shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b), Section 4.01(c),
Section 4.01(d) or Section 4.01(e) as applicable, to the Holders of the respective Class or the RR Interest Owners
otherwise entitled to distributions of interest and principal on such Class or the RR Interests on the relevant Distribution Date;
provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which
has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and
shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such
distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution
to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(k)       On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed solely to the Holders of the Class S Certificates and the Pooled RR Interest Owner from the Excess Interest Distribution
Account. Excess Interest will not be available to pay any other amounts except for distributions on the Class S Certificates and
the Pooled RR Interest set forth in the prior sentence.


 






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(l)       On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Serviced Whole Loan Custodial Account for each Companion Loan in the following order of priority:


 


(i)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Serviced Whole Loan Custodial Account not required
to be deposited therein;


 


(ii)       to
the extent permitted under the related Co-Lender Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Co-Lender
Agreement;


 


(iii)       to
pay all amounts remaining in the Serviced Whole Loan Custodial Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Co-Lender Agreement; and


 


(iv)       to
clear and terminate the Serviced Whole Loan Custodial Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Serviced Whole Loan Custodial Account required hereunder shall be made by the Companion Paying Agent to
the related Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the
account of such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no
such account so appears or information relating thereto is not provided at least five Business Days prior to the related Record
Date, by check sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register).
Any such account shall be located at a commercial bank in the United States.


 


On
the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Seller, any Loss of Value Payments relating to the Mortgage Loans that
it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
Master Servicer Remittance Date.


 


Section
4.02 Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney.  (a)
On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 






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(i)       the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof and to the RR Interests in reduction of the RR Interest Balances;


 


(ii)       the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans and Trust Subordinate Companion Loan, during the
period from but not including the previous Distribution Date to and including such Distribution Date and details of P&I Advances
as of the Master Servicer Remittance Date;


 


(iii)       the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual
Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and such Special Servicer;


 


(iv)       the
aggregate Stated Principal Balance of the Mortgage Loans, the Trust Subordinate Companion Loan and any REO Loans, with respect
to the pool of Mortgage Loans and the Trust Subordinate Companion Loan, outstanding immediately before and immediately after such
Distribution Date;


 


(v)       the
aggregate amount of unscheduled payments received;


 


(vi)       the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans and the Trust Subordinate Companion Loan, with respect to the pool of Mortgage Loans and the Trust
Subordinate Companion Loan, as of the end of the related Collection Period for such Distribution Date;


 


(vii)       the
number and aggregate principal balance of the Mortgage Loans and the Trust Subordinate Companion Loan (A) delinquent 30-59 days,
(B) delinquent 60-89 days, (C) delinquent 90 days to 119 days (and for each thirty (30) day period thereafter until liquidation),
(D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related Mortgagor is subject
to oversight by a bankruptcy court;


 


(viii)      the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)        the
Pooled Certificate Available Funds, the Pooled RR Interest Available Funds, the 1000 Wilshire Certificate Available Funds, the
1000 Wilshire RR Interest Available Funds for such Distribution Date;


 


(x)        the
Interest Accrual Amount, in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 






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(xi)         the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates and the RR Interests allocable
(A) to Yield Maintenance Charges, (B) prepayment premiums and (C) in the case of the Class S Certificates, Excess Interest;


 


(xii)        the
Pass-Through Rate for such Class of Certificates and the RR Interest Rate for the RR Interests for such Distribution Date and
the next succeeding Distribution Date;


 


(xiii)       the
Aggregate Principal Distribution Amount, the Pooled Certificate Principal Distribution Amount, the RR Interest Principal Distribution
Amount, the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount, the 1000 Wilshire Aggregate
Principal Distribution Amount, the 1000 Wilshire Certificate Principal Distribution Amount, the 1000 Wilshire RR Interest Principal
Distribution Amount, the 1000 Wilshire Scheduled Principal Distribution Amount and the 1000 Wilshire Unscheduled Principal Distribution
Amount for such Distribution Date;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates and the RR Interest Balance of the RR
Interests immediately before and immediately after such Distribution Date, separately identifying any reduction therein as a result
of the allocation of any Pooled Realized Loss, Pooled RR Interest Realized Losses, 1000 Wilshire Realized Loss or 1000 Wilshire
RR Interest Realized Losses, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result of
allocations of Pooled Realized Loss, Pooled RR Interest Realized Losses, 1000 Wilshire Realized Loss or 1000 Wilshire RR Interest
Realized Losses, as applicable, in respect of the Principal Balance Certificates or the RR Interests, as applicable, to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R and Class S Certificates) immediately following such
Distribution Date;


 


(xvi)       the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


 


(xvii)      the
current Controlling Class;


 


(xviii)     the
number and related Stated Principal Balance of any Mortgage Loans or Trust Subordinate Companion Loan extended or modified since
the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)       a
loan-by-loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which was the subject of a Principal Prepayment
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and
the type of Principal Prepayment occurring;


 






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(xx)         a
loan-by-loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which was defeased since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxi)        all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxii)       in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d), and Section 4.01(g);


 


(xxiii)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates or the RR Interest Owners in
reimbursement of previously allocated Pooled Realized Loss, Pooled RR Interest Realized Losses, 1000 Wilshire Realized Loss or
1000 Wilshire RR Interest Realized Losses, as applicable;


 


(xxiv)      the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       with
respect to any Mortgage Loan or Trust Subordinate Companion Loan as to which a Liquidation Event occurred since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other
than a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received
in connection with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C)(i) the amount of any Pooled Realized Loss or Pooled RR Interest Realized Loss allocated to the Pooled Principal Balance
Certificates or the Pooled RR Interest, as applicable, in connection with such Liquidation Event or (ii) the amount of any 1000
Wilshire Realized Loss or 1000 Wilshire RR Interest Realized Loss allocated to the 1000 Wilshire Principal Balance Certificates
or the 1000 Wilshire RR Interest, as applicable, in connection with such Liquidation Event;


 


(xxvi)      with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A)
the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss or RR Interest Realized Loss, as applicable, allocated to the Principal Balance Certificates, if applicable,
and the RR Interests, as applicable in respect of the related REO Loan in connection with that determination;


 






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(xxvii)       the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)      the
then-current credit support levels for each Class of Certificates;


 


(xxix)         the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans and Trust Subordinate Companion Loan (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxx)         a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxi)        a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan or Trust
Subordinate Companion Loan by the Mortgage Loan Seller;


 


(xxxii)       an
itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates
with respect to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master
Servicer;


 


(xxxiii)      the
amount of any Excess Interest actually received; and


 


(xxxiv)      such
other information as mutually agreed between the Certificate Administrator and the Sponsor.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii)
and (xxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s Website nor by its filing of such
information, including, but not limited to, with EDGAR, pursuant to this Agreement.


 


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 or a RR Interest Owner, a statement containing the information
set forth in clauses (i) and (ii) above as to the applicable Class, aggregated for such calendar year or applicable
portion thereof during which person was a Certificateholder, together with such other information as the Certificate Administrator
deems necessary or desirable, or that a Certificateholder, Certificate Owner or RR Interest Owner reasonably requests, to enable
Certificateholders and the RR Interest Owners 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.


 






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Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)       [Reserved].


 


(c)       Each
of the Master Servicer and the Special Servicers may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any RR Interest Owner or any prospective Certificateholder or prospective RR Interest
Owner that has provided the Certificate Administrator, the Master Servicer or such Special Servicer, as applicable, with an Investor
Certification or has executed a “click-through” confidentiality agreement in accordance with Section 3.13 hereof
(which may be a licensed or registered investment advisor) to the extent such action does not conflict with the terms of this
Agreement (including without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage
Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports on the Internet or similar
electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement except as set forth herein.
In connection with providing access to the Master Servicer’s or applicable Special Servicer’s Internet website, the
Master Servicer or such Special Servicer, as applicable, shall take reasonable measures to ensure that only such parties listed
above may access such information including, without limitation, requiring registration, a confidentiality agreement and acceptance
of a disclaimer. The Master Servicer or applicable Special Servicer, as applicable, shall not be liable for dissemination of this
information in accordance with this Agreement, and neither the Master Servicer nor the applicable Special Servicer shall be responsible
for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(c), other than information
produced by the Master Servicer or such Special Servicer, as applicable; provided that such information otherwise meets
the requirements set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall
be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information
provided, or any assumptions required to be made by such report.


 


Each
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master
Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to
recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator
has actual knowledge that any report or file received from the Master Servicer contains erroneous information, the Certificate
Administrator is authorized to rely thereon in calculating and making


 


 



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distributions to Certificateholders and the RR Interest
Owners in accordance with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and
allocating Realized Losses to the Certificates in accordance with Section 4.04 and RR Interest Realized Losses to the RR
Interests in accordance with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or such Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or such Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the applicable Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)       Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the
sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)       The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)       Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Mortgage Loan) or the applicable Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master Servicer’s
or the applicable Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class Holder)
and if such information is in the Master Servicer’s or such Special Servicer’s possession, the Master Servicer or
such Special Servicer, as applicable, shall provide or make available (or forward electronically) to such Excluded Controlling
Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information (available to Privileged Persons
through the Certificate Administrator’s Website but not accessible to such Excluded Controlling Class Holder through the
Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded


 






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Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party; provided that, in connection
therewith, the Master Servicer or the applicable Special Servicer may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or such Special Servicer, generally to
the effect that such Person is the Directing Holder or a Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or such Special Servicer may conclusively rely. In addition,
the Master Servicer and the applicable Special Servicer shall be entitled to conclusively rely on delivery from the Directing
Holder, a Controlling Class Certificateholder or a 1000 Wilshire Controlling Class Certificateholder, as applicable, of an Investor
Certification substantially in the form of Exhibit P-1B that such Directing Holder or Controlling Class Certificateholder
or a 1000 Wilshire Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03 P&I Advances.  (a) On or before 4:00 p.m., New York City time, on each Master Servicer Remittance Date, the
Master Servicer shall either (i) remit to the Certificate Administrator for deposit from its own funds into the (A) Lower-Tier
REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage
Loans to be made in respect of the related Distribution Date or (B) Trust Subordinate Companion Loan REMIC Distribution Account,
an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Trust Subordinate Companion Loan to be
made in respect of the related Distribution Date or (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage
Loans or Trust Subordinate Companion Loan, or (iii) make P&I Advances in the form of any combination of clauses (i)
and (ii), aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future
distribution and so used to make P&I Advances with respect to the Mortgage Loans or Trust Subordinate Companion Loan shall
be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection
Account on or before the next succeeding Master Servicer Remittance Date (to the extent not previously replaced through the deposit
of Late Collections of the delinquent principal and/or interest in respect of which P&I Advances were made). The Master Servicer
shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans
or Trust Subordinate Companion Loan for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect
to the Mortgage Loans or Trust Subordinate Companion Loan for such Distribution Date, on or before two (2) Business Days prior
to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on
any Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New
York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written
notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator
shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance


 






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Date.
Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty
License Fee for the related Mortgage Loans or the Trust Subordinate Companion Loan shall not be remitted to the Certificate Administrator
for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date. If the Master Servicer or the Trustee make a P&I Advance with respect to any Mortgage Loan
that is part of a Whole Loan, then it shall provide written notice to the related Other Servicer, Other Trustee, Non-Serviced
Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as applicable, of the amount of such P&I Advance with
respect to such Mortgage Loan within two Business Days of making such P&I Advance.


 


(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and each Mortgage Loan or Trust Subordinate Companion Loan, shall be equal to: (i) the Periodic
Payments (net of related Servicing Fees) other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced
Mortgage Loan), the Trust Subordinate Companion Loan and any REO Loan (including any portion of a REO Loan related to the Trust
Subordinate Companion Loan, but excluding any portion of an REO Loan related to any other Companion Loan) during the related Collection
Period and delinquent as of the close of business on the Business Day preceding the related Master Servicer Remittance Date (or
not advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan and Trust Subordinate
Companion Loan delinquent in respect of its Balloon Payment as of the Master Servicer Remittance Date (including any REO Loan
(including any portion of a REO Loan related to the Trust Subordinate Companion Loan, but excluding any portion of an REO Loan
related to any other Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the
Assumed Scheduled Payment or 1000 Wilshire Assumed Scheduled Payment, as applicable, therefor. Subject to subsection (c)
below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan
(including any Non-Serviced Mortgage Loan), Trust Subordinate Companion Loan or REO Loan (including any portion of a REO Loan
related to the Trust Subordinate Companion Loan, but excluding any portion of an REO Loan related to any other Companion Loan),
shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the
disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be
made with respect to any Companion Loan other than the Trust Subordinate Companion Loan.


 


(c)       Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer or the applicable
Special Servicer shall make its determination (based on information provided by the applicable Non-Serviced Master Servicer and
Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be, under the applicable Non-Serviced Pooling Agreement in respect of the related Non-Serviced
Companion Loan. If the Master Servicer or the applicable Special


 






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Servicer determines that a proposed P&I Advance with respect
to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the applicable Special Servicer shall provide
the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such determination within two
(2) Business Days of the date of such determination. If the Master Servicer receives written notice from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined in accordance with
the applicable Non-Serviced Pooling Agreement with respect to a Non-Serviced Companion Loan, that any proposed advance under the
applicable Non-Serviced Pooling Agreement that is similar to a P&I Advance would be, or any outstanding advance under such
Non-Serviced Pooling Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the
applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously made
or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with respect
to the related Non-Serviced Mortgage Loan unless and until the Master Servicer, the applicable Special Servicer or the Trustee,
as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan
would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the
Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in
this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable
Advance.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Co-Lender Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made with respect to
a Mortgage Loan or Trust Subordinate Companion Loan unless the related Periodic Payment is received after the related Due Date
has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after the Determination
Date but on or prior to the related Master Servicer Remittance Date. The Master Servicer shall reimburse itself and/or the Trustee,
as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably
possible after funds available for such purpose are deposited in the Collection Account.


 


(e)       Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance Charges, Default Interest,
late payment charges, prepayment premiums, Excess Interest, Balloon Payment or any P&I Advance with respect to any Companion
Loan and (ii) if an Appraisal Reduction Amount has been assessed with respect to any Mortgage Loan (or, in the case of a Non-Serviced
Whole Loan, an Appraisal






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Reduction Amount has been made in accordance with the related Non-Serviced Pooling Agreement and the
Master Servicer has notice of such Appraisal Reduction Amount) or Trust Subordinate Companion Loan, the interest portion of the
P&I Advance in respect of such Mortgage Loan or Trust Subordinate Companion Loan for the related Distribution Date shall be
reduced (it being herein acknowledged that there shall be no reduction in the principal portion, if any, of such P&I Advance)
to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan or Trust Subordinate
Companion Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage,
the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan immediately
prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Whole Loan, the portion of
such Appraisal Reduction Amount allocated to the related Mortgage Loan or Trust Subordinate Companion Loan), if any, and the denominator
of which is equal to the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan immediately prior
to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for
a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)       In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan
other than the Trust Subordinate Companion Loan.


 


Section
4.04 Allocation of Realized Losses.  (a) On each Distribution Date, immediately following the distributions to be made
on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which (X) with
respect to the Mortgage Loans (i) the Pooled Non-RRI Percentage of the aggregate Stated Principal Balance (for purposes of this
calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the
Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to
the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage
Loans and any REO Loans (excluding any portion allocable to any related Companion Loan if applicable) as of the end of the last
day of the related Collection Period, is less than (ii) the then aggregate Certificate Balance of the Pooled Principal Balance
Certificates after giving effect to distributions of principal on such Distribution Date (any such deficit, the “Pooled
Realized Loss”) and (Y) with respect to the Trust Subordinate Companion Loan, (i) the 1000 Wilshire Non-RRI Percentage
of the Stated Principal Balance of Trust Subordinate Companion Loan (including the assumed Stated Principal Balance if the Trust
Subordinate Companion Loan has become an REO Loan) as of the end of the last day of the related Collection Period, is less than
(ii) the then aggregate Certificate Balance of the 1000 Wilshire Principal Balance Certificates after giving effect to distributions
of principal on such Distribution Date (any such deficit, the “1000 Wilshire Realized Loss”). Any allocation
of Realized Losses to a Class of Regular Certificates, as applicable, shall be made by reducing the Certificate Balance thereof
by the amount so allocated. Any Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall
constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized
Losses will not constitute distributions of principal for any


 






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purpose and will not result in an additional reduction in the Certificate
Balance of the Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal
Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans or Trust Subordinate Companion Loan and previously resulted in a reduction of the Pooled Certificate Principal
Distribution Amount or the 1000 Wilshire Certificate Principal Balance, as applicable, are subsequently recovered on the related
Mortgage Loan or Trust Subordinate Companion Loan, the amount of such recovery will be added to the Certificate Balance of the
Class or Classes of Principal Balance Certificates that previously were allocated Realized Losses, in the same sequential order
as distributions pursuant to Section 4.01(b), in each case up to the amount of the unreimbursed Realized Losses allocated
to such Class of Principal Balance Certificates. In the event that the amount of any subsequent recovery of Nonrecoverable Advances
is added to the Aggregate Principal Distribution Amount or 1000 Wilshire Aggregate Principal Distribution Amount, as applicable,
and the Certificate Balance of any Class of Certificates, the amount of any unreimbursed Realized Losses allocated to such Class
will be reduced by the amount of such recovery that was added to the Certificate Balance of such Class.


 


On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.04(a), the
Certificate Administrator shall calculate the amount of Pooled RR Interest Realized Losses and shall allocate such Pooled RR Interest
Realized Losses to the Pooled RR Interest by reducing the Pooled RR Interest Balance by the amount so allocated. On each Distribution
Date, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the
Mortgage Loans and previously resulted in a reduction of the Pooled RR Interest Principal Distribution Amount are subsequently
recovered on the related Mortgage Loan, the amount of such recovery will be added to the Pooled RR Interest Balance that previously
were allocated Pooled RR Interest Realized Losses, up to the amount of the unreimbursed Pooled RR Interest Realized Losses allocated
to the Pooled RR Interest. Any such allocations or recoveries will be deemed allocated to the LRI Uncertificated Interest such
that, at all times, the Lower-Tier Principal Amount of the LRI Uncertificated Interest will equal the Pooled RR Interest Balance
of the Pooled RR Interest.


 


On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.04(a), the
Certificate Administrator shall calculate the amount of 1000 Wilshire RR Interest Realized Losses and shall allocate such 1000
Wilshire RR Interest Realized Losses to the 1000 Wilshire RR Interest by reducing the 1000 Wilshire RR Interest Balance by the
amount so allocated. On each Distribution Date, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed
from principal collections on the Trust Subordinate Companion Loan and previously resulted in a reduction of the 1000 Wilshire
RR Interest Principal Distribution Amount are subsequently recovered on the Trust Subordinate Companion Loan, the amount of such
recovery will be added to the 1000 Wilshire RR Interest Balance that previously were allocated 1000 Wilshire RR Interest Realized
Losses, up to the amount of the unreimbursed 1000 Wilshire RR Interest Realized Losses allocated to the 1000 Wilshire RR Interest.
Any such allocations or recoveries will be deemed allocated to the LWLSRI Uncertificated Interest such that, at all times, the
Lower-Tier Principal Amount of the LWLSRI Uncertificated Interest will equal the 1000 Wilshire RR Interest Balance of the 1000
Wilshire RR Interest.


 






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(b)       On
each Distribution Date, the Certificate Balances of the Pooled Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Pooled Realized Losses, if any, allocable to such Certificates with respect to such Distribution
Date. Any such write off shall be allocated first, to the Class H-RR Certificates, then, to the Class G-RR Certificates,
then, to the Class F Certificates, then, to the Class E Certificates, then, to the Class D Certificates,
then, to the Class C Certificates, then, to the Class B Certificates; then, to the Class A-S Certificates
and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class A-AB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates
have been reduced to zero. On each Distribution Date, the Certificate Balances of the 1000 Wilshire Principal Balance Certificates
will be reduced without distribution, as a write-off to the extent of any 1000 Wilshire Realized Losses, if any, attributable
to the Trust Subordinate Companion Loan in accordance with Section 4.04(a). Any such write off shall be allocated first,
to the Class WLS-E Certificates, then, to the Class WLS-D Certificates, then, to the Class WLS-C Certificates, then,
to the Class WLS-B Certificates and then, to the Class WLS-A Certificates, in each case until the remaining Certificate
Balances of such Classes of Certificates have been reduced to zero.


 


(c)       With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), respectively, and any RR Interest Realized Losses with respect to such Distribution Date
shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05 Appraisal Reduction Amounts; Collateral Deficiency Amounts.  (a) For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related
Classes for purposes of removal of the applicable Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with
respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan or Trust Subordinate Companion Loan) will
be allocated to each Class of Certificates and the RR Interests. Allocations to the Classes of Certificates of the Allocated Appraisal
Reduction Amounts shall be made in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class is reduced to zero (i.e., first, to the Class H-RR Certificates, then, to the
Class G-RR Certificates, then, to the Class F Certificates, then, to the Class E Certificates, then, to the
Class D Certificates, then, to the Class C Certificates, then, to the Class B Certificates, then, to the
Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates).
The Pooled RRI Percentage of the Appraisal Reduction Amounts shall be allocated to the Pooled RR Interest. Following receipt from
the applicable Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal
Reduction Amount with respect to each Mortgage Loan and Trust Subordinate Companion Loan (which notification may be satisfied
through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC®
Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package or such report mutually agreed
upon between the Master Servicer and the Certificate Administrator). Based on information in its possession, the Certificate Administrator
shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide
notice of the identity of the Controlling Class as set forth






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in Section 3.23(m). With respect to any Appraisal Reduction
Amount calculated for purposes of determining the Controlling Class, the appraised value of the related Mortgaged Property will
be determined on an “as-is” basis.


 


As
of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion
Loan becoming an AB Modified Loan, the applicable Special Servicer shall calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the applicable Special Servicer
with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, and all other information relevant to a
Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the applicable Special Servicer that
a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable Special Servicer shall (i) promptly request from the
related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect
to such AB Modified Loan, in addition to all other information reasonably required by the applicable Special Servicer to calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date
following receipt by the applicable Special Servicer of the appraisal and any other information set forth in the immediately preceding
clause (i) that the applicable Special Servicer reasonably expects to receive, calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, such party shall promptly notify the applicable Special Servicer thereof. The Master Servicer
shall provide (via electronic delivery) the applicable Special Servicer with information in its possession that is reasonably
required to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount for any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver such information within 4
Business Days of the Special Servicer’s reasonable request. Upon reasonable prior written request, the Master Servicer will
be required to use reasonable efforts to assist the Special Servicer in obtaining information reasonably required to calculate
or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the special servicer
is unsuccessful in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee. None of the Master Servicer, the Trustee, the Operating Advisor or the Certificate Administrator shall calculate
or verify any Collateral Deficiency Amount.


 


For
purposes of determining the Pooled Non-Reduced Certificates, the Controlling Class and the occurrence of a Control Termination
Event, Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated to each class of Pooled Principal Balance
Certificates and the Pooled RR Interest. The Allocated Appraisal Reduction Amounts shall be allocated in reverse sequential order
to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such class is reduced to zero
(i.e., first, to the Class G-RR Certificates, then, to the Class F Certificates, then, to the Class
E Certificates, then, to the Class D Certificates, then, Class C Certificates; then, to the Class B Certificates;
then, to the Class A-S Certificates; and finally, pro rata based on their respective interest entitlements,
to the


 






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Senior Certificates). The Pooled Risk Retention Allocation Percentage of the Appraisal Reduction Amounts shall be allocated
to the Pooled RR Interest. In addition, for purposes of determining the Controlling Class and the occurrence of a Control Termination
Event, Collateral Deficiency Amounts allocated to a related Mortgage Loan that is an AB Modified Loan will be allocated to each
class of Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until
the related Certificate Balance of each such class is reduced to zero (i.e., first, to the Class H-RR certificates and
second, to the Class G-RR Certificates). For the avoidance of doubt, for purposes of determining the Controlling Class and the
occurrence of a Control Termination Event, any Class of Control Eligible Certificates will be allocated both applicable Appraisal
Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


 


For
purposes of determining the Non-Reduced Certificates, the 1000 Wilshire Controlling Class and the occurrence of a 1000 Wilshire
Control Termination Event, Appraisal Reduction Amounts allocated first to the 1000 Wilshire Whole Loan and the 1000 Wilshire
RR Interest and then to the 1000 Wilshire Mortgage Loan. Appraisal Reduction Amounts allocated to a Trust Subordinate Companion
Loan will be allocated to each class of Loan-Specific Certificates in reverse sequential order to notionally reduce the Certificate
Balance thereof until the related Certificate Balance of each such class is reduced to zero (i.e., first, to the Class
WLS-E Certificates, then, to the Class WLS-D Certificates, then, to the Class WLS-C Certificates, then, to
the Class WLS-B Certificates, and finally, to the Class WLS-A Certificates). The 1000 Wilshire Risk Retention Allocation
Percentage of the Appraisal Reduction Amounts shall be allocated to the 1000 Wilshire RR Interest. In addition, for purposes of
determining the 1000 Wilshire Controlling Class and the occurrence of a 1000 Wilshire Control Termination Event, Collateral Deficiency
Amounts allocated to the Trust Subordinate Companion Loan will be allocated to each class of 1000 Wilshire Control Eligible Certificates
in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each
such class is reduced to zero (i.e., first, to the Class WLS-E Certificates, then, to the Class WLS-D Certificates,
then, to the Class WLS-C Certificates, then, to the Class WLS-B Certificates, and finally, to the Class WLS-A
Certificates). For the avoidance of doubt, for purposes of determining the 1000 Wilshire Controlling Class and the occurrence
of a 1000 Wilshire Control Termination Event, any Class of 1000 Wilshire Control Eligible Certificates will be allocated both
applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


 


The
Appraised Value of any applicable Mortgaged Property is required to be determined on an “as-is” basis for purposes
of determining all Appraisal Reduction Amounts. The applicable Special Servicer will be required to promptly notify the Master
Servicer and the Certificate Administrator of (i) any Appraisal Reduction Amount and (ii) any Collateral Deficiency Amount and
any resulting Cumulative Appraisal Reduction Amount (which notification shall be satisfied through delivery of such information
included in the CREFC® Loan Periodic Update File, as to the Appraisal Reduction Amounts, and the CREFC®
Appraisal Reduction Amount Template, as to the Collateral Deficiency Amount, included in the CREFC® Investor
Reporting Package, which shall be delivered simultaneously with the CREFC® Loan Periodic Update File in accordance
with Section 3.12(d)), and the Certificate Administrator will be required to promptly post notice of such Appraisal Reduction
Amount, Collateral Deficiency


 






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Amount and any resulting Cumulative Appraisal Reduction Amount, as applicable, to the certificate
administrator’s website.


 


(b)       (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates or 1000 Wilshire Control Eligible Certificates,
that is determined at any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out
Class”) as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall
have the right, at their sole expense, to require the applicable Special Servicer to order (or, with respect to a Collateral Deficiency
Amount calculation for a Non-Serviced Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced Special
Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event
has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
With respect to any such Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) or Serviced Whole Loan, such
Special Servicer shall use its reasonable efforts to cause such second appraisal to be (i) delivered within thirty (30) days from
receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an MAI appraiser
(provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the
Requesting Holders are requesting the applicable Special Servicer to obtain an additional Appraisal).


 


 (ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency Amounts
on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced Pooling Agreement and applicable Co-Lender Agreement)
and the applicable Special Servicer (for Mortgage Loans (other than Non-Serviced Mortgage Loans) or Serviced Whole Loans) shall
determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation
of the Appraisal Reduction Amount or the Collateral Deficiency Amount, as applicable, is warranted, and if so warranted, such
Person shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental
Appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class or the 1000
Wilshire Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally
restored to the extent required by such recalculation of the Allocated Appraisal Reduction Amount or Collateral Deficiency Amount,
if applicable. In addition, the Holders of Certificates representing the majority of the Certificate Balance of any Appraised-Out
Class shall have the right, at their sole expense, to require the applicable Special Servicer to order an additional appraisal
of any Mortgage Loan or Serviced Whole Loan for which an Appraisal Reduction Event has occurred or as to which there exists a
Collateral Deficiency Amount 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 applicable Special Servicer shall use its reasonable efforts
to cause such appraisal to be (i) delivered within thirty (30) days from receipt of the Requesting Holders’ written request
and (ii) prepared on an “as-is” basis by an MAI appraiser; provided, that the applicable Special Servicer shall
not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at or


 






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with
regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on the appraised
value of the related Mortgaged Property or Mortgaged Properties. The Holders of an Appraised-Out Class requesting any supplemental
Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights
of the Controlling Class or 1000 Wilshire Controlling Class, until such time, if any, as the Class is reinstated as the Controlling
Class or 1000 Wilshire Controlling Class, (such period beginning upon receipt by the applicable Special Servicer of any request
to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) such Special
Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B)
such Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount based on the supplemental Appraisal,
the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall
be exercised by the next most senior Control Eligible Certificates, if any. The rights of the 1000 Wilshire Controlling Class
during each Appraisal Review Period shall be exercised by the most senior 1000 Wilshire Control Eligible Certificates, if any.


 


(c)       With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the applicable Special Servicer shall (1) within thirty (30) days of the end each 9-month period following the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify
the Master Servicer of the occurrence of such 9-month period or determination and order an Appraisal (which may be an update of
a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Property Protection Advance or to the extent it
would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following
receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section
4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any applicable
Excluded Loan) the Directing Holder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance
with Section 4.05(b) above) and (for Mortgage Loans other than Non-Serviced Mortgage Loans) receipt of information reasonably
requested by the applicable Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that
is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, such Special Servicer shall
determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any applicable
Excluded Loan) the Directing Holder, the amount and calculation or recalculation of the Appraisal Reduction Amount with respect
to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Amount Template format; provided, however, that the applicable Special Servicer shall
not be liable for failure to comply with such duties insofar as such failure results


 






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from a failure of the Master Servicer to
provide sufficient information to such Special Servicer to comply with such duties or failure by the Master Servicer to otherwise
comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or such Special Servicer if
the related Mortgage Loan is a Specially Serviced Mortgage Loan), to the extent the related Serviced Companion Loan has been included
in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan
has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or such Special Servicer if the
related Mortgage Loan is a Specially Serviced Mortgage Loan). If the applicable Special Servicer is required to redetermine the
Appraisal Reduction Amount, such redetermined Appraisal Reduction Amount shall replace the prior Appraisal Reduction Amount with
respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation
Termination Event and other than with respect to any applicable Excluded Loan, the applicable Special Servicer shall consult with
the Directing Holder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction
Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the applicable Special Servicer will not be required
to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan
or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the applicable Special Servicer has
obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect
to the related Mortgaged Property within the nine-month period immediately prior to the occurrence of such Appraisal Reduction
Event. Instead, the applicable Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal
Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the
applicable Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting
the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver electronically to the applicable Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount and Allocated Appraisal Reduction
Amount, using reasonable efforts to deliver such information, within four (4) Business Days following the applicable Special Servicer’s
reasonable request therefor; provided, the applicable Special Servicer’s failure to timely make such request shall not relieve
the Master Servicer of its obligation to use reasonable efforts to provide such information to the applicable Special Servicer
within four (4) Business Days following the applicable Special Servicer’s reasonable request.


 


(d)       Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, as applicable,
previously subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, has become a Corrected Loan (for
such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and
any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing,
such Mortgage Loan or Serviced Whole Loan will no longer be subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction
Amount and the related Appraisal Reduction Event shall cease to exist. Any Appraisal Reduction Amount in


 






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


 


(e)       Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified
in the related Co-Lender Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance is
notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata to the related AB Mortgage Loan and
any related Pari Passu Companion Loan. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be
allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified in the related Co-Lender Agreement,
then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan,
based upon their respective Stated Principal Balances.


 


Section
4.06 Grantor Trust Reporting.  (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power
to vary the investment of the Holders of the Class S Certificates or the Pooled RR Interest Owner in the Grantor Trust so as to
improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution
(and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect
of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service
Form 1099, Form 1041 or such other form as may be applicable with the Internal Revenue Service with copies of the statements in
the following clause, and (B) furnish, or cause to be furnished, to the Holders of the Class S Certificates or the Pooled RR Interest
Owner, their allocable share of income and expense with respect to Class S Certificates or the Pooled RR Interest, as applicable,
the Excess Interest and the Excess Interest Distribution Account, in the time or times and in the manner required by the Code.


 


(b)       The
Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations to
the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph
is incorrect.


 


(c)       The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a


 






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different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class S Certificate, 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 a Class S Certificate, including the price, amount of proceeds
and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


Section
4.07 Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool.  (a) The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders,
the RR Interest Owners and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate
Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the applicable Special Servicer, as the
case may be, relating to the reports being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding any
Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan or the related Mortgaged Properties or (C) the Operating Advisor
relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the applicable
Special Servicer referenced in any Operating Advisor Annual Report (each, an “Inquiry”), and (ii) Privileged
Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of
an Inquiry for the Master Servicer, the applicable Special Servicer, Certificate Administrator or the Operating Advisor, as applicable,
and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related
Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person
(in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the applicable Special
Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such
Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, such Special Servicer or the Operating
Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating
to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate
Administrator shall not be responsible for the content of such answer or any delay or failure to


 






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obtain such answer. The Certificate
Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as
the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator,
the Master Servicer, the applicable Special Servicer or the Operating Advisor determines, in its respective sole discretion, that
(i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests
of the Trust and/or the Certificateholders and/or the RR Interest Owners, (iii) answering any Inquiry would be in violation of
applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Master Servicer, the applicable Special Servicer, the
Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged
Information (subject to the Privileged Information Exception), or (vi) answering any Inquiry is otherwise, for any reason, not
advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the applicable Special Servicer
or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall
post or otherwise disclose any direct communications with the Directing Holder or a Risk Retention Consultation Party (in its
capacity as Risk Retention Consultation Party) as part of its response to any Inquiries. The Certificate Administrator shall notify
the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator
to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling
and Servicing Agreement provides that the Master Servicer, a Special Servicer, the Certificate Administrator and the Operating
Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope
of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests
of the Trust and/or the Certificateholders and the RR Interest Owners, (iii) answering any Inquiry would be in violation of applicable
law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in
significant additional costs or expenses to the Trustee, the Master Servicer, a Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi)
answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the
Master Servicer, a Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.”
Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers
from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master
Servicer, the Special Servicers, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective
Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility
or liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders or the RR Interest Owners for which its response would
require the Operating Advisor to provide information to such inquiring


 






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Certificateholders or the RR Interest Owners that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder, the RR Interest Owners and any Certificate Owner that
is a Privileged Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available
on the Certificate Administrator’s Website, where Certificateholders, the RR Interest Owners and Certificate Owners that
are Privileged Persons can register and thereafter obtain information with respect to any other Certificateholder, RR Interest
Owner or Certificate Owner that has so registered. Any person registering to use the Investor Registry will be required to certify
that (a) it is a Certificateholder, a RR Interest Owner or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and e-mail address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder, RR Interest Owner or Certificate
Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be
within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry.
The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require
acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)       The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the applicable Special Servicer, as the case may be, relating to
the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating
Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may
use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the applicable
Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case
of the Master Servicer to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of
time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer
or the applicable Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided
below, shall reply by e-mail to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially
reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or
such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information
Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5


 






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Information
Provider’s Website. If the Certificate Administrator, the Master Servicer or the applicable Special Servicer determines,
in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing
Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected
to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, the Master Servicer or such Special Servicer, as applicable, and (B) the Certificate Administrator,
the Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good
faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses
is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or the applicable Special Servicer,
as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the
17g-5 Information Provider by e-mail of such determination. The 17g-5 Information Provider shall promptly thereafter post the
Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5
Information Provider will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating
Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency
Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from
any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information
posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability
for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information
Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole
discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect
questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08 Secure Data Room.  (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon
the receipt of the Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver
to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the
Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents
of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the
Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor,
in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification
substantially in the form of Exhibit QQ hereto (which shall be sent via e-mail to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 






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(b)       The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust or the applicable Special Servicer may direct the Certificate Administrator in writing to delete the Diligence
File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator
shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


Article
V



THE CERTIFICATES


 


Section
5.01 The Certificates.  (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits
A-1 through and including A-24, 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.


 






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The Class X Certificates will be issuable only in minimum Denominations of authorized
initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess of $1,000,000. The Offered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than the Class X-D, Class S and the Class R Certificates) will be issuable in minimum Denominations of authorized
initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate
Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional
Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional
Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class R Certificates shall
be issued, maintained and transferred in minimum Percentage Interests of 10% of such Class R Certificates and in integral multiples
of 1% in excess thereof. The Class S Certificates shall be issued, maintained and transferred in minimum Percentage Interests
of 10% of such Class S Certificates and in integral multiples of 1% in excess thereof.


 


(b)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(c)          Until
the expiration of the HRR Transfer Restriction Period, the HRR Certificates shall only be held as Definitive Certificates in the
Third Party Purchaser Safekeeping Account by the Certificate Administrator (and the Holder of the HRR Certificates shall be registered
on the Certificate Register), unless otherwise consented to by the Sponsor. The Certificate Administrator shall hold the HRR Certificates
in safekeeping and shall release the same only upon receipt of written instructions of the termination of the HRR Transfer Restriction
Period or of the Third Party Purchaser’s intent to transfer pursuant to Section 5.03(p), in each case in accordance
with this agreement from the holder of the HRR Certificates and the Sponsor’s consent (subject to Section 5.01(d)),
and in accordance with any authentication procedures as may be utilized by the Certificate Administrator. There shall be, and
hereby is, established by the Certificate Administrator an account which will be designated the “Third Party Purchaser Safekeeping
Account” and into which the HRR Certificates shall be held and which shall be governed by and subject to this Agreement.
In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Third
Party Purchaser Safekeeping Account for the Holder of the HRR Certificates. The HRR Certificates to be delivered in physical form
to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the HRR Certificates shall
be remitted to the Third Party Purchaser Safekeeping Account, but shall be remitted directly to the Holder of the HRR Certificates
in accordance with written instructions (which shall be in the form of Exhibit C to this Agreement) provided separately
by the Holder of the HRR Certificates to the


 



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Certificate Administrator. Under no circumstances by virtue of safekeeping the HRR
Certificates shall the Certificate Administrator (i) be obligated to bring legal action or institute proceedings against any person
on behalf of the Holder of the HRR Certificates or (ii) have any obligation to monitor, supervise or enforce the performance of
any party under the Credit Risk Retention Compliance Agreement. The Certificate Administrator shall be entitled to conclusively
rely with no obligation to verify, confirm or otherwise monitor the accuracy of any information included in any written instructions
provided in connection with this Third Party Purchaser Safekeeping Account and shall have no liability in connection therewith,
other than with respect to the Certificate Administrator’s obligation to obtain the Sponsor’s consent prior to any
release of the HRR Certificates. The Certificate Administrator shall hold the Individual Certificate representing the HRR Certificates
at the below location, or any other location; provided the Certificate Administrator has given notice to the Holder of the HRR
Certificates of such new location:


 


Wells
Fargo Bank, National Association


Attention:
Security Control and Transfer (SCAT)


MAC:
N9345-010


425
E. Hennepin Avenue


Minneapolis,
Minnesota 55414


 


On
the Closing Date, the Certificate Administrator shall deliver written confirmation to the Depositor, the Sponsor and the Third
Party Purchaser substantially in the form of Exhibit SS to this Agreement evidencing its receipt of the HRR Certificates.


 


The
Certificate Administrator shall make available to the Holder of the HRR Certificates a statement of Third Party Purchaser Safekeeping
Account as mutually agreed upon by the Certificate Administrator and the Holder of the HRR Certificates, and in accordance with
the Certificate Administrator’s policies and procedures. Any transfer of the HRR Certificates shall be subject to Article
V of this Agreement.


 


(d)          In
the event the Third Party Purchaser seeks to cause the release of any HRR Certificates from the Third Party Safekeeping Account,
the Third Party Purchaser shall deliver to the Certificate Administrator (i) a written request for such release in connection
with a transfer pursuant to Section 5.03(p) or in connection with the termination of the HRR Transfer Restriction Period
and (ii) a written request for the Sponsor’s consent to such release substantially in the form attached hereto as Exhibit
D-7. Promptly upon receipt of such request for the Sponsor’s consent, the Certificate Administrator shall forward such
request to the Sponsor, the Depositor and counsel via electronic mail to the addresses listed on such form (or such other method
and/or address(es) as may hereafter be furnished by the Sponsor to the Certificate Administrator in writing). The Certificate
Administrator may not consent to, or otherwise permit, any such release without obtaining the Sponsor’s countersigned request
for consent; provided that if the Sponsor fails to respond (which response, for the avoidance of doubt, may include an acknowledgement
of such request) in writing to the Certificate Administrator within 10 Business Days after the Sponsor’s receipt of any
such written request for the Sponsor’s consent, such release will be deemed to have been approved by the Sponsor. Notwithstanding
the foregoing, if the release of any HRR Certificates pursuant to this Section 5.01(d) occurs in connection with the termination
of the Risk Retention Rule and the Third 


 



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Party Purchaser desires to exchange the HRR Certificates for Book-Entry Certificates,
the Third Party Purchaser must also comply with the transfer provisions in Section 5.03(g) and obtain the consent of the
Sponsor pursuant to this Section 5.01(d). Upon the release of such HRR Certificates from the Third Party Safekeeping Account,
the Certificate Administrator’s obligations with respect thereto shall cease and terminate and the Certificate Administrator
shall be released therefrom. The Certificate Administrator shall be indemnified and held harmless for any release in connection
with the preceding, in accordance with the terms set forth in Section 8.03.


 


Section
5.02      Form and Registration. No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration
or qualification under applicable state securities laws, or is made in a transaction which does not require such registration
or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then either:


 


(a)          Each
Class of the Non-Registered Certificates (other than the HRR, Class S and Class R Certificates) sold to institutions that are
non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented
by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be
deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate
Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the
nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the
expiration of the Restricted Period, beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only
through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation
S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable
form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted
Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be
made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary
Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial
interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the


 



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Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


The
Loan-Specific Certificates shall not be offered in Offshore Transactions in reliance on Regulation S under the Act.


 


(b)          Certificates
of each Class of Non-Registered Certificates (other than the HRR, Class S and Class R Certificates) offered and sold to Qualified
Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited
with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the
name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate
may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian
for the Depository, as hereinafter provided. The Loan-Specific Certificates may only be offered and sold to Qualified Institutional
Buyers in reliance on Rule 144A.


 


(c)          Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers and the HRR Certificates (until the expiration of the HRR Transfer Restriction
Period) (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially
in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees
by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial
owners or owners. The Loan-Specific Certificates shall not be offered, sold or transferred to investors that are Institutional
Accredited Investors who are not also Qualified Institutional Buyers. For the avoidance of doubt, the Class R and Class S Certificates
shall only be in the form of Definitive Certificates.


 


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to
enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in


 



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the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


Section
5.03      Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause
to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate
and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the Master Servicer
and the Special Servicers any notices from the Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated Transferee or Transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in 


 



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accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial
interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)          Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the
rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest
in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry
Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the
Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder
of such beneficial interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee is otherwise
entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate,
without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel
to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall
instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be


 



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 exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from
the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that
is being exchanged or transferred.


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1)
instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar,
to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect
to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the
Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form
of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest
in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter
in the form of Exhibit C attached hereto from the Transferee to the effect that such Transferee is a Qualified Institutional
Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
and to debit, or cause to be debited, from the account of


 



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 the Person making such transfer the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)          Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in
the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R or a Class
S Certificate) wishes at any time, or a Third Party Purchaser wishes, pursuant to Section 5.01(d), to exchange its interest
in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or part of
such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository,
cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate
Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in
Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such
holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable
Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such
instructions to contain information regarding the participant account with the Depository to be credited with such increase and
(3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is the Temporary
Regulation S Book-Entry Certificate), in the form of Exhibit N


 



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 hereto (in the event that the applicable Book-Entry Certificate
is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book-Entry
Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to
be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the Transferor
a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such Transferor and shall
instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance
of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the
Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate
Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be
by e-mail to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as may
be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(d), no Non-Book Entry Certificate shall be issued to a Transferee of an interest in any Rule 144A Book-Entry
Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a Transferee of a Non-Book
Entry Certificate (or any portion thereof).


 


(i)           Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(k)          If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule
144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)          All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 






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(m)          With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or the Loan-Specific Initial Purchaser) of any such Certificate shall be made unless the Trustee and
Certificate Administrator shall have received either (i) a representation letter from the proposed purchaser or Transferee of
such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or
Transferee is not (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to
Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section
3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any other plan subject to any federal,
state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (within
the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance
company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such
insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of
Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not result in a non-exempt
violation of Similar Law) or (ii) if such Certificate which may be held only by a person not described in clauses (A) or
(B) above, is presented for registration in the name of a purchaser or Transferee that is any of the foregoing, an Opinion
of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or Transferee will not constitute or result in a non exempt
“prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar
Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicers, the Initial
Purchasers, the Loan-Specific Initial Purchaser, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or
the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any
such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register
the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator
have received either the representation letter described in clause (i) above or the Opinion of Counsel described in clause
(ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the
Depositor, the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Initial Purchasers, the
Loan-Specific Initial Purchaser, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each
Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses
(i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would
constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise
violate the provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent
permitted under applicable law.


 


(n)          No
Class R or Class S Certificate or the RR Interests may be purchased by or transferred to any prospective purchaser or Transferee
that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of


 



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 Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class S Certificate
or the RR Interests. Each prospective Transferee of a Class R or Class S Certificate or a RR Interest shall deliver to the Transferor
and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the prospective
Transferee is not a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer in
violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported Transferee
and shall not relieve the Transferor of any obligations with respect to the applicable Certificates or the RR Interests.


 


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, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
Transferee to deliver, and the proposed Transferee shall deliver to the Certificate Registrar and to the proposed Transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
Transferee (A) that such proposed Transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed Transferee understands that, as
the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest,
(3) the proposed Transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed Transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed Transferee or any
other U.S. Tax Person, (5) the proposed Transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed Transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent


 



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 (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed Transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed Transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed Transferor
has no actual knowledge that the proposed Transferee is not a Permitted Transferee and has no actual knowledge or reason to know
that the proposed Transferee’s statements therein are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such proposed
Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed Transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the Transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the Transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section
860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information
to the Transferor or to such agent referred to above; provided, however, that such Persons shall in no event be
excused from furnishing such information.


 


(o)          The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          (i)
At all times during the HRR Transfer Restriction Period, if a transfer of the HRR Certificates is to be made, then the Certificate
Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) each of the
following, sent to the Certificate Registrar and with a copy to each of the Sponsor and counsel at the addresses provided in Section
13.05: (A) Exhibit D-7 from the HRR Certificateholder instructing the Certificate Registrar of its intentions to release
the HRR Certificate from the Third Party Purchaser Safekeeping Account and to transfer such HRR Certificate, (B) a certification
from such Certificateholder’s prospective transferee substantially in the form attached hereto as Exhibit D-5, (C)
a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit
D-6, (D) a W-9 completed by the Transferee and (E) wire instructions and contact information of the Transferee. Upon receipt
of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03, facilitate
the transfer of the HRR Certificate and reflect the HRR Certificates in the name of the prospective transferee and shall deliver
written confirmation to the


 



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 Transferee with a copy via email to each of the Sponsor and Transferor, of such transfer and the safekeeping
of such HRR Certificate substantially in the form of Exhibit TT attached hereto. (ii) After the termination of the HRR
Transfer Restriction Period, if a transfer of the HRR Certificates is to be made, then the Certificate Registrar shall refuse
to register such transfer unless it receives (and upon receipt may conclusively rely upon) each of the following: (A) a certification
from such Certificateholder’s prospective transferee substantially in the form attached hereto as Exhibit D-5 and
(B) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit
D-6. For the avoidance of doubt, in no event shall the HRR Certificates be held as a Book-Entry Certificate with a balance
in excess of $0 at any time prior to the expiration of the HRR Transfer Restriction Period.


 


(q)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and the RR Interest Owners and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders and the RR Interest Owners
or payees shall not be required for such withholding, and the Certificateholders and the RR Interest Owners shall be required
to provide the Certificate Administrator with such forms and such other information reasonably required by the Certificate Administrator.
If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or the RR Interest Owners or payee pursuant to federal withholding requirements, the Certificate Administrator
shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all
purposes of this Agreement.


 


(r)          No
Person shall be permitted to own, directly or indirectly, any interest in a RR Interest other than (i) the Sponsor or one of its
Majority Owned Affiliates that is not a Non-Exempt Person or (ii) a Person that provides financing permitted under the Risk Retention
Rule (a “Permitted Lender”) to the Sponsor or such Majority Owned Affiliate; provided, further,
that if such financing is provided by the Permitted Lender in a repurchase transaction, such Sponsor or such Majority-Owned Affiliate
of the Sponsor may transfer its interest in the applicable RR Interest to the Permitted Lender so long as such Sponsor or such
Majority-Owned Affiliate is obligated to repurchase such interest in such RR Interest pursuant to the terms of the related financing
documents. Each RR Interest Owner, if it wishes to transfer the applicable RR Interest, shall notify the Certificate Administrator
in writing of such transfer and identify the new RR Interest Owner. The Certificate Administrator shall register the ownership
of the applicable RR Interest on a registry of ownership maintained by the Certificate Administrator. Any transfer of a RR Interest
(including to a Majority Owned Affiliate) shall be null and void ab initio to the extent permitted under applicable law
unless all of the following is provided to the Certificate Administrator (i) the transferor of a RR Interest has executed and
delivered to the Certificate Administrator a certification in the form of Exhibit D-4 hereto and (ii) the transferee of
a RR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit D-3 hereto,
which certification shall include wiring instructions and contact information for such transferee. Notwithstanding anything else
in this Agreement to the contrary, no Person shall have any rights hereunder with respect to the RR Interests unless (i) in the
case of the Sponsor or its Majority Owned Affiliate, such Person is identified in writing to the Certificate


 



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 Administrator as
being the applicable RR Interest Owner, or (ii) in the case of any subsequent transferee, such Person is identified as being the
applicable RR Interest Owner on the ownership registry. The Certificate Administrator, the other parties to this Agreement and
the Certificateholders shall be entitled to treat the applicable RR Interest Owner (in the case of any subsequent RR Interest
Owner, as recorded on such ownership registry) as the owner in fact thereof for all purposes and shall not be bound to recognize
any equitable or other claim to or interest in the RR Interests on the part of any other Person. Any transfer of an interest in
the RR Interests that is not in compliance with this Section 5.03(r) or Section 5.03(n) shall be null and void ab
initio to the extent permitted under applicable law.


 


(s)          The
Sponsor represents, and any subsequent RR Interest Owner shall be deemed by virtue of its acceptance of the applicable RR Interest
to represent, to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is not a Non-Exempt Person.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each
RR Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate Administrator substantiating
that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable law to withhold Taxes
on sums paid to it with respect to the Mortgage Loans or otherwise under this Agreement. Without limiting the effect of the foregoing,
(a) if a RR Interest Owner is created or organized under the laws of the United States, any state thereof or the District of Columbia,
it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue
Service Form W-9 and (b) if a RR Interest Owner is not created or organized under the laws of the United States, any state thereof
or the District of Columbia, and if the payment of interest or other amounts by the borrowers is treated for United States income
tax purposes as derived in whole or part from sources within the United States, each RR Interest Owner shall satisfy the requirements
of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by each
RR Interest Owner, as evidence of the applicable RR Interest Owner’s exemption from the withholding of United States tax
with respect thereto. The Certificate Administrator shall not be obligated to make any payment hereunder to the applicable RR
Interest Owner in respect of the applicable RR Interest or otherwise until the applicable RR Interest Owner shall have furnished
to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.03(s).


 


(t)          Each
purchaser of Certificates that is or is acting on behalf of or using the assets of a Plan subject to ERISA (an “ERISA
Plan”) will be deemed to have represented and warranted that (i) none of the Depositor, the issuing entity, the Sponsor,
the Underwriters, the Initial Purchasers, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicers,
the Operating Advisor, the Asset Representations Reviewer or any of their respective affiliated entities, has provided any investment
recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan
has relied in connection with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the
meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s
acquisition of Certificates (except where an exemption applies or it would not otherwise result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code) and (ii) the ERISA Plan fiduciary making the


 



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 decision to acquire the Certificates is
exercising its own independent judgment in evaluating the investment in the Certificates.


 


Section
5.04      Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05      Persons Deemed Owners. The Master Servicer, the Special Servicers, the Certificate Administrator, the
Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicers, the Certificate Administrator, the
Trustee, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders or the RR Interest Owners 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      Access to List of Certificateholders’ Names and Addresses; Special
Notices. (a) The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent
list available to it of the names and addresses of the Certificateholders. If any Certificateholder that has provided an
Investor Certification (i) requests in writing from the Certificate Registrar a list of the names and addresses of
Certificateholders, (ii) states that such Certificateholder desires to communicate with other Certificateholders with respect
to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication which
Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the receipt
of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal
business hours to a current list of the Certificateholders related to the Class of Certificates held by such
Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar
shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicers, the
Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names
and addresses of Certificateholders from time to time upon request therefor.


 






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(b)          (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate
(e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall not
have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate shall be paid by the Trust.


 


Section
5.07      Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office
or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis,
Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders,
the RR Interest Owners and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section
5.08       Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association, is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns
or is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements
set forth in Section 8.06.


 






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(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)          The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicers
or the Depositor.


 


Section
5.09      Voting Procedures for Certificates and RR Interests. (a) With respect to any matters submitted to
holders of Voting Rights for a vote, the Certificate Administrator shall administer such vote through the Depository with
respect to Book-Entry Certificates and directly with registered Holders by mail with respect to Definitive Certificates. In
each case, such vote shall be administered in accordance with the following procedures, unless different procedures are
otherwise described herein with respect to a specific vote:


 


(b)          Any
matter submitted to holders of Voting Rights for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all holders of Voting Rights regardless of whether
any holder of Voting Rights actually receives the notice and ballot.


 


(c)          In
connection with any vote administered pursuant to this Agreement, holders of Voting Rights shall be required to certify their
holdings in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders of Voting Rights
may only vote in accordance with their Voting Rights. Voting Rights with respect to any outstanding


 



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 Class of Certificates shall
be calculated by the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the
vote. Only Classes of Certificates with an outstanding Certificate Balance greater than zero as of the record date of the vote
shall be permitted to vote. Once a holder of Voting Rights has cast its vote, the vote may be changed or retracted on or before
the vote deadline. Any changes or retractions shall be communicated by the holder of Voting Rights to the Certificate Administrator
in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any holder of Voting Rights
unless the holder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that the holder,
by its vote alone, could approve or deny the proposition subject to a vote without taking into consideration the votes cast by
any other holder of Voting Rights. Transferees or purchasers of any Class of Certificates are subject to and shall be bound by
all votes of holder of Voting Rights initiated or conducted prior to its acquisition of such Certificate.


 


(d)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by holder of Voting
Rights. The notice shall be distributed in accordance with the methods described in Section 5.09(b) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(e)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise holder of Voting Rights about the matter being voted
on or answer questions other than process-related questions regarding the administration of the vote.


 


(f)          If
any party to this Agreement believes a vote of holder of Voting Rights is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of holder of Voting Rights to carry a proposition.


 






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Article
VI



THE DEPOSITOR, THE MASTER SERVICER, The Special ServicerS, the Operating
Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER AND THE RISK RETENTION CONSULTATION PARTIES


 


Section
6.01      Representations, Warranties and Covenants of the Master Servicer, Special
Servicers, the Operating Advisor and the Asset Representations Reviewer.  (a) The Master Servicer hereby
represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, the RR
Interest Owners, the Risk Retention Consultation Parties, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Special Servicers, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date,
that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or that is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any


 



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order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)          No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)        The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(viii)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement; and


 


(ix)          to
its actual knowledge, the Master Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)          Each
of the Special Servicers, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, the RR Interest Owners, the Risk Retention Consultation Parties, each Serviced Companion Noteholder,
the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer and the Operating Advisor,
as of the Closing Date, that:


 


(i)           The
Special Servicer is a (A) in the case of the General Special Servicer, limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Delaware, and (B) in the case of the 1000 Wilshire Special Servicer, a limited
liability company duly organized, validly existing and in good standing under the laws of the State of Georgia and in each case,
the applicable Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the applicable Special Servicer and the performance and compliance with the terms
of this Agreement by the applicable Special Servicer do not (A) violate the Special Servicer’s organizational


 



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 documents,
(B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any
of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the applicable Special Servicer or
its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the applicable Special Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)          The
applicable Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the applicable Special Servicer enforceable against the applicable Special Servicer in accordance with the terms
hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the
enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)          The
applicable Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the applicable
Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of
the applicable Special Servicer to perform its obligations under this Agreement or the financial condition of the applicable Special
Servicer;


 


(vi)          No
litigation is pending or, to the best of the applicable Special Servicer’s knowledge, threatened against the applicable
Special Servicer which would prohibit the applicable Special Servicer from entering into this Agreement or, in the applicable
Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the applicable
Special Servicer to perform its obligations under this Agreement;


 


(vii)          The
applicable Special Servicer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)          No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the applicable Special Servicer of, or compliance by the applicable Special Servicer
with, this Agreement or the consummation of the transactions of the applicable Special Servicer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the


 



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 actual performance
by the applicable Special Servicer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the applicable Special Servicer to perform its obligations hereunder.


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the RR Interest Owners, the Risk Retention Consultation Parties, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Master Servicer, the Special Servicers and the Asset Representations Reviewer, as of the Closing Date, that:


 


(i)           The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)         The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the


 



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Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)         [Reserved];


 


(vii)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder;


 


(ix)          The
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(x)          The
Operating Advisor is an Eligible Operating Advisor.


 


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the RR Interest Owners, the Risk Retention Consultation Parties and to the Depositor, the Master Servicer, the Special Servicers
and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial
condition;


 






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(iii)         The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)          The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)         No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)        [Reserved];


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon discovery by any party to this


 



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Agreement (or upon written notice thereof from any Certificateholder, any RR Interest Owner
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially and
adversely affects the interests of any party to this Agreement, the Certificateholders or the RR Interest Owners, the party discovering
such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, each RR Interest
Owner and, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder.


 


Section
6.02      Liability of the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicers and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating
Advisor, each Special Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the
extent of the respective obligations specifically imposed upon and undertaken by, and no implied duties or obligations may be
asserted against, the Depositor, the Master Servicer, the Operating Advisor, such Special Servicer and the Asset
Representations Reviewer herein.


 


Section
6.03     Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicers or the Asset Representations Reviewer. (a) Subject to subsection (b) below, the Depositor, the
Master Servicer, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer each will keep in full
effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in
which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates,
the RR Interests or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this
Agreement.


 


(b)          The
Depositor, the Master Servicer, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, a Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, such Special Servicer, the Operating Advisor or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the applicable Special Servicer in each of the foregoing
cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper
(other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor,
the Master Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in


 



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the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, a Special Servicer,
the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, such Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the
Master Servicer, such Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not,
as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates
or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for
so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if the Master Servicer, such Special Servicer, the Operating Advisor
or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger Notice”) of any such merger,
consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case
may be, notifies the Master Servicer, such Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable,
in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor
entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and
specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that the
Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be
unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain the Master Servicer, a Special Servicer or Operating Advisor, as applicable, under this Agreement
after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially
all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, such Special
Servicer or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been and
continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger,
consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of
delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor
or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or such Special
Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of
an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent.
If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions
set forth in the third proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable Surviving
Entity’s servicing of the Mortgage Loans and the Trust Subordinate Companion Loan pursuant hereto, such termination to be
effected in the manner set forth in Section 13.01.


 


Section
6.04 Limitation on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset
Representations Reviewer and Others.


 



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(a)
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Operating
Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders, the RR Interest Owners or
the Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), any Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made by it herein or any liability which would
otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations
or duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicers, the Operating Advisor or the Asset Representations
Reviewer may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicers, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member,
manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with any legal or administrative action (whether in equity or at law) or claim relating to
this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or
warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its
obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the
Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection
with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a
final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian)
shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage
and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicers, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting
or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Asset
Representations Reviewer or the Operating Advisor to be genuine and to have been


 



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signed or presented by the proper party or parties
and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and
complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and
in accordance with such advice or Opinion of Counsel.


 


(b)          None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders and the
RR Interest Owners (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders, the RR Interest Owners
and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu
nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any
related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable
Serviced Whole Loan in accordance with the related Co-Lender Agreement and will also be payable out of the other funds in the
Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses,
costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion
Loan, as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities.
In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          Each
of the Master Servicer and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the applicable Special Servicer), the applicable Special
Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or such Special Servicer,
as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Master Servicer or such Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach
of any representations or


 



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 warranties made herein by the Master Servicer or such Special Servicer, as applicable. The Trustee,
the Certificate Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be,
shall immediately notify the Master Servicer or the applicable Special Servicer as applicable, if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans or Trust Subordinate Companion Loan entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the applicable Special Servicer, as the case may be, shall assume the defense of such
claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s or the applicable Special Servicer’s,
as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), each Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer, the Sponsor (but only in the case of the Certificate Administrator and with respect to Article V) and the Trust
and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties
and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the applicable Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate
Administrator, respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans or Trust
Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator
shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, such Master Servicer (including
in its capacity as Companion Paying Agent), such Special Servicer, the Asset Representations Reviewer or the Operating Advisor)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), each Special Servicer,
the Trustee, the Certificate


 



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Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent) or such Special Servicer) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)          The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), each Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case
may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Operating
Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Operating Advisor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating


 



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Advisor shall be under any liability to any Certificateholder or the RR Interest Owners for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification
hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory
to the Master Servicer (including in its capacity as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced
thereby.


 


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Operating
Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced Trust, shall
be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced
Co-Lender Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced
Mortgage Loan and the related Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced
Asset Representations Reviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under
the applicable Non-Serviced Pooling Agreement (as and to the same extent the applicable Non-Serviced Trust is required to indemnify
such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced
Pooling Agreement).


 






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The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


For
the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or a party to
this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses
are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement
of such indemnity.


 


Section
6.05      Depositor, Master Servicer and Special Servicers Not to Resign. Subject to the provisions of Section
6.03, neither the Master Servicer nor the Special Servicers shall resign from their respective obligations and duties
hereby imposed on each of them except upon (a) determination that such party’s duties hereunder are no longer
permissible under applicable law or (b) in the case of the Master Servicer or a Special Servicer, upon the appointment of,
and the acceptance of such appointment by, a successor master servicer or special servicer, as applicable, and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25). Any such determination permitting the resignation of the Master Servicer or
such Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the
resigning party) to such effect delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event)
the Controlling Class Representative. No such resignation by the Master Servicer or the applicable Special Servicer shall
become effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have
assumed the Master Servicer’s or such Special Servicer’s, as applicable, responsibilities and obligations in
accordance with Section 7.02 and no such resignation by the Master Servicer or such Special Servicer shall become
effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof
and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination (as
described in Section 7.01(c)) or resignation of the Master Servicer or such Special Servicer, pursuant to this Section
6.05, the Master Servicer or such Special Servicer, as applicable, shall have the right and opportunity to appoint any
successor master servicer or special servicer with respect to this Section 6.05; provided that, such successor
master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their
respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor
special servicer is approved by the Directing Holder, such approval not to be unreasonably withheld. The resigning party
shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c),
in no event shall the Master Servicer or such Special Servicer have the right to appoint any successor master servicer or
special servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section
7.01.


 






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Section
6.06      Rights of the Depositor in Respect of the Master Servicer and the Special Servicers. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer and any Special Servicer hereunder and may, but
is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and any Special
Servicer hereunder or exercise the rights of the Master Servicer or any Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicers shall not be relieved of any of their respective obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by the Master Servicer or any Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section
6.07     The Master Servicer and the Special Servicers as Certificate Owner. The Master Servicer, any Special
Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner
with respect to) any Certificate with (except as otherwise set forth in the definition of
“Certificateholder”) the same rights it would have if it were not the Master Servicer, a Special Servicer
or an Affiliate thereof.


 


Section
6.08     The Directing Holder and the Risk Retention Consultation Parties. (a) For so long as no Control
Termination Event has occurred and is continuing, the Directing Holder shall be entitled to advise (a) the applicable Special
Servicer with respect to all Specially Serviced Mortgage Loans and any Non-Specially Serviced Mortgage Loans with respect to
matters involving a Major Decision processed by the applicable Special Servicer, other than any applicable Excluded Loan or
Servicing Shift Mortgage Loan and (b) the applicable Special Servicer (or Master Servicer if it is processing the related
Major Decision) with respect to Non-Specially Serviced Mortgage Loans other than any applicable Excluded Loan or Servicing
Shift Mortgage Loan, involving a Major Decision, and notwithstanding anything herein to the contrary, except as set forth in,
and in any event subject to the second and third paragraphs of this Section 6.08, (i) in the event that the applicable
Special Servicer and the Master Servicer have mutually agreed pursuant to Section 3.18 that the Master Servicer shall
determine and process the request with respect to such Major Decision, the Master Servicer, shall not be permitted to take
any of the following actions irrespective of whether any such Major Decision constitutes a “Major Decision”
under, and as defined in, the related Co-Lender Agreement (each a “Major Decision”) unless it has obtained
the consent or deemed consent of the applicable Special Servicer (provided that such consent shall be deemed given
(unless earlier objected to by the applicable Special Servicer) ten (10) Business Days after the applicable Special
Servicer’s receipt of the Master Servicer’s written recommendation and analysis with respect to such Major
Decision and all information reasonably requested by the applicable Special Servicer, and in the possession of the Master
Servicer, in order to grant or withhold such consent (except as otherwise provided for in the first proviso following the
Major Decisions listed below) and (ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any
applicable Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has occurred and is
continuing, the applicable Special Servicer shall not be permitted to take any of the following actions to the extent
the applicable Special Servicer is responsible for processing any such action as described in the immediately succeeding
paragraph) and (to the extent the Master Servicer is responsible for processing any such action as described in the second
succeeding paragraph) as to which the Directing Holder has objected in writing within


 



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ten (10) Business Days (or thirty (30)
days with respect to clause (xiii) below) after receipt of the related Major Decision Reporting Package
(provided that if such written objection has not been received by the Master Servicer or the applicable Special
Servicer, as applicable, within such ten (10) Business Day (or thirty (30) day) period, then the Directing Holder will be
deemed to have approved such action):


 


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


 


(ii)          any
modification, consent to a modification or waiver of any monetary term (other than Penalty Charges (which the Master Servicer
or the applicable Special Servicer, as applicable, is permitted to waive pursuant to this Agreement)) or material non-monetary
term (including, without limitation the timing of payments and acceptance of discounted pay-offs, but excluding the waiver of
Penalty Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced
Whole Loan;


 


(iii)         any
sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan, as applicable, or any REO Property (other than in
connection with the termination of the Trust) for less than the applicable Purchase Price (excluding the amount described in clause
(vi) and clause (vii) of the definition of “Purchase Price”);


 


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


 


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


 


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


 


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


 


(viii)       releases
of amounts from any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows
or reserves, other than those required


 



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pursuant to the specific terms of the related Mortgage Loan or a Serviced Whole Loan and
for which there is no lender discretion;


 


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


 


(x)          the
determination of the applicable Special Servicer pursuant to clause (ii), clause (iii) or clause (viii) of
the definition of “Servicing Transfer Event”;


 


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


 


(xii)         any
modification, waiver or amendment of a intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender
or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce rights with respect thereto,
in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;


 


(xiii)        any
determination of an Acceptable Insurance Default;


 


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


 


(xv)        any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to the
extent the lender has discretion under the related Mortgage Loan documents;


 


provided,
further, that, in the event that the applicable Special Servicer or Master Servicer (in the event the Master Servicer is
otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to
the foregoing matters, or any other matter requiring consent of the Directing Holder prior to the occurrence and continuance of
a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Holder, a Risk Retention
Consultation Party or the Operating Advisor), is necessary to protect the interests of the Certificateholders and the RR Interest
Owners (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders, the RR Interest Owners and the holders
of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu nature
of any Companion Loans)), the applicable Special Servicer or Master Servicer, as applicable may take any such action without waiting
for the Directing Holder’s response (or without waiting to consult with the Directing Holder, the applicable Risk Retention
Consultation Party or the Operating Advisor, as the case may be), provided that the


 



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applicable Special Servicer or Master
Servicer, as applicable provides the Directing Holder (or the Operating Advisor, if applicable) with prompt written notice following
such action including a reasonably detailed explanation of the basis therefor. Similarly, with respect to a Serviced AB Whole
Loan, following the occurrence of an extraordinary event with respect to any related Mortgaged Property, or if a failure to take
any such action at such time would be inconsistent with the Servicing Standard, the Master Servicer or the applicable Special
Servicer, as applicable, may take actions with respect to such Mortgaged Property before obtaining the consent of the Directing
Holder if the Master Servicer or the applicable Special Servicer, as applicable, reasonably determines in accordance with the
Servicing Standard that failure to take such actions prior to such consent would materially and adversely affect the interest
of the Certificateholders and the holders of any related Serviced Companion Loan, as a collective whole, and the Master Servicer
or the applicable Special Servicer, as applicable, has made a reasonable effort to contact the Directing Holder. The applicable
Special Servicer is not required to obtain the consent of the Controlling Class Representative for any of the foregoing actions
after the occurrence and during the continuance of a Control Termination Event; provided, however, with respect
to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan, if a Control Termination
Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred, neither the Master Servicer
nor the applicable Special Servicer will be required to obtain the consent of the Directing Holder with respect to any of the
Major Decisions or Asset Status Reports, but shall consult with the Directing Holder in connection with any Major Decision that
it is processing or, in the case of a Special Servicer, any Asset Status Report (or any other matter for which the consent of
the Directing Holder would have been required or for which the Directing Holder would have the right to direct the Master Servicer
or the applicable Special Servicer if no Control Termination Event had occurred and was continuing) and to consider alternative
actions recommended by the Directing Holder in respect of such Major Decision or Asset Status Report (or such other matter). Such
consultation will not be binding on the Master Servicer or the applicable Special Servicer. In the event the Master Servicer or
the applicable Special Servicer, as applicable, receives no response from the Directing Holder within 10 days following the Master
Servicer’s or the applicable Special Servicer’s written request for input (which request is required to include the
related Major Decision Reporting Package) on any required consultation, the Master Servicer or the applicable Special Servicer,
as applicable, will not be obligated to consult with the Directing Holder on the specific matter; provided, however,
that the failure of the Directing Holder to respond shall not relieve the Master Servicer or the applicable Special Servicer,
as applicable, from consulting with the Directing Holder on any future matters with respect to the applicable Mortgage Loan or
Serviced Whole Loan or any other Mortgage Loan.


 


Notwithstanding
anything herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the Loan-Specific Directing Holder shall,
pursuant to the related Co-Lender Agreement, exercise any consent and consultation rights, and rights to provide direction to
the Master Servicer or Special Servicer, of the “Directing Holder” with respect to such Mortgage Loan as provided
for in this Agreement until the Servicing Shift Securitization Date.


 


Subject
to the terms and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at the
conclusion of the second preceding paragraph, (a) the applicable Special Servicer shall process all requests for any matter that
constitutes a “Major Decision” with respect to (i) any Specially Serviced Mortgage Loan and (ii) any Non-Specially


 



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Serviced Mortgage Loan (unless the Master Servicer and applicable Special Servicer have mutually agreed in writing to have the
Master Servicer process such request) and (b) the Master Servicer shall process all requests for any matter that constitutes a
“Major Decision” with respect to any Non-Specially Serviced Mortgage Loan if the Master Servicer and the applicable
Special Servicer have mutually agreed in writing to have the Master Servicer process such request. Upon receiving a request for
any matter that constitutes a Major Decision, the Master Servicer shall forward such request to the applicable Special Servicer
and, unless the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer will process such
request with respect to a Non-Specially Serviced Mortgage Loan, or if otherwise provided herein, the applicable Special Servicer
will be required to process such request and the Master Servicer will have no further obligation with respect to such request
or the related Major Decision.


 


With
respect to any Mortgagor request or other action on Non-Specially Serviced Mortgage Loans that is not a Special Servicer Decision
or a Major Decision, the Master Servicer shall not be required to obtain the consent of or consult with any Special Servicer,
any Directing Holder or the Operating Advisor.


 


In
addition, with respect to any Mortgage Loan other than an applicable Excluded Loan, for so long as no Control Termination Event
has occurred and is continuing, the Directing Holder subject to any rights, if any, of the related Companion Holder to advise
the applicable Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Co-Lender
Agreement, may direct the applicable Special Servicer to take, or to refrain from taking, such other actions with respect to a
Mortgage Loan as the Directing Holder may deem advisable as to which provision is otherwise made herein; provided that
notwithstanding anything herein to the contrary, no such direction or objection contemplated by this Section 6.08, may
require or cause the Master Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan or related Co-Lender
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to
a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and any Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or
the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or any Special Servicer,
as applicable, hereunder or cause the Master Servicer or any Special Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the applicable Special Servicer, as the case may be, is not in the
best interests of the Certificateholders and the RR Interest Owners.


 


In
the event a Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder or
any advice from the Directing Holder, the Operating Advisor, a Risk Retention Consultation Party, would cause such Special Servicer
or Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without
limitation, the Servicing Standard, such Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent
or advise and notify the Directing Holder, the Operating Advisor or the applicable Risk Retention Consultation Party, the Trustee
and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of,
or refraining from taking, any action by the Master Servicer or the


 



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Special Servicer in accordance with the direction of or approval
of the Directing Holder, such Operating Advisor or Risk Retention Consultation Party that does not violate the terms of any Mortgage
Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on
the part of the Master Servicer or such Special Servicer.


 


The
Directing Holder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the
taking of any action, or for errors in judgment; provided, however, that the Directing Holder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each
Certificateholder and RR Interest Owner acknowledges and agrees that the Directing Holder may take actions that favor the interests
of one or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates
or the RR Interest Owners, and that the Directing Holder may have special relationships and interests that conflict with those
of Holders of some Classes of the Certificates or the RR Interest Owners, that the Directing Holder may act solely in the interests
of the Controlling Class Certificateholders, including the Holders of the Controlling Class, that the Directing Holder does not
have any duties or liability to the Certificateholders other than the Controlling Class, that the Directing Holder shall not be
liable to any Certificateholder or RR Interest Owner, by reason of its having acted solely in the interests of the Controlling
Class Certificateholders, and that the Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder
or RR Interest Owner may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or
principal thereof for having so acted.


 


Each
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that each Risk Retention
Consultation Party shall not be protected against any liability to the RR Interest Owners that would otherwise be imposed by reason
of willful misconduct, bad faith or gross negligence in the performance of duties owed to the RR Interest Owners or by reason
of reckless disregard of obligations or duties owed to the RR Interest Owners. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that each Risk Retention Consultation Party may take actions that favor the interests of the RR Interests
over the Certificates, and that each Risk Retention Consultation Party may have special relationships and interests that conflict
with those of the Certificates, that each Risk Retention Consultation Party may act solely in the interests of the RR Interest
Owners, that each Risk Retention Consultation Party does not have any duties or liability to the Certificateholders, that each
Risk Retention Consultation Party shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the RR Interest Owners, and that each Risk Retention Consultation Party shall have no liability whatsoever for having so acted,
and no Certificateholder may take any action whatsoever against a Risk Retention Consultation Party or any director, officer,
employee, agent or principal thereof for having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any


 



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action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced Pooling Agreement including the Holders of the controlling class under
such Non-Serviced Pooling Agreement over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of
Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced Pooling Agreement,
that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted
solely in the interests of the Holders of the controlling class under the related Non-Serviced Pooling Agreement, and that the
Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for
having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any applicable Excluded Loan), the Directing Holder shall have no right to consent to or direct any
action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Directing Holder shall remain entitled to receive any
notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, the applicable Special
Servicer and any other applicable party shall consult with the Directing Holder (other than with respect to any applicable Excluded
Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
of a Consultation Termination Event and at any time with respect to any applicable Excluded Loan, the Directing Holder shall have
no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other than
notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


Prior
to the occurrence and continuance of an Operating Advisor Consultation Event, the applicable Special Servicer will be required
to provide each Major Decision Reporting Package to the Operating Advisor promptly after the applicable Special Servicer receives
the Directing Certificateholder’s approval or deemed approval of such Major Decision Reporting Package; provided, however,
that with respect to any non-Specially Serviced Mortgage Loan no Major Decision Reporting Package shall be required to be delivered
prior to the occurrence and continuance of an Operating Advisor Consultation Event. After the occurrence and during the continuance
of an Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing), the Master Servicer or
the applicable Special Servicer that is processing the related Major Decision will be required to provide each Major Decision
Reporting Package to the Operating Advisor simultaneously with the Master Servicer’s or the applicable Special Servicer’s
written request for the Operating Advisor’s input regarding the related Major Decision


 



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(which written request and Major
Decision Reporting Package may be delivered in one notice), as set forth under Section 6.08. With respect to any particular
Major Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by the Master
Servicer or the applicable Special Servicer to the Operating Advisor, the Master Servicer or the applicable Special Servicer,
as applicable, shall make available to the Operating Advisor a servicing officer with the relevant knowledge regarding the Mortgage
Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may
have relating to, among other things, such Major Decision and/or Asset Status Report.


 


In
addition, if an Operating Advisor Consultation Event has occurred and is continuing, the Master Servicer or the applicable Special
Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major Decision that it is
processing (and any other actions which otherwise require consultation with the Operating Advisor) and consider alternative actions
recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In
the event that the Master Servicer or the applicable Special Servicer receives no response from the Operating Advisor within ten
(10) days following the later of (i) its written request for input (which initial request is required to include the related Major
Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information reasonably requested
by the Operating Advisor that is in possession of the Master Servicer or the applicable Special Servicer, as applicable, related
to the subject matter of such consultation, the Master Servicer or the applicable Special Servicer, as applicable, shall not be
obligated to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the
Operating Advisor to respond on any specific matters shall not relieve the Master Servicer or the applicable Special Servicer,
as applicable, from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage
Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan
related to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred and
is continuing), the Master Servicer, Special Servicers or the related Excluded Special Servicer, as applicable, shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
that it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


In
connection with the Controlling Class Representative’s right to consent or consult, as applicable, or Operating Advisor’s
right to consult with respect to a Major Decision, as applicable, if the applicable Special Servicer determines that action is
necessary to protect the Property or the interests of the Certificateholders from potential harm if such action is not taken,
or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the applicable Special
Servicer may take actions with respect to the Property before the expiration of the applicable period for the Operating Advisor
or Controlling Class Representative to respond as described in this section, if the applicable Special Servicer reasonably determines
in accordance with the Servicing Standard that failure to take such actions before the expiration of such period would materially
adversely affect the interest of the Certificateholders, and the


 



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applicable Special Servicer has made a reasonable effort to contact
the Operating Advisor or the Controlling Class Representative, as applicable.


 


In
addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other
than any Non-Serviced Mortgage Loan or any applicable Excluded Loan), and (ii) during the continuance of a Consultation Termination
Event, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any applicable Excluded Loan), the Master
Servicer or the applicable Special Servicer will also be required to consult with the applicable Risk Retention Consultation Party
in connection with any Major Decision that it is processing (and such other matters that are subject to consultation rights of
the Risk Retention Consultation Parties pursuant to this Agreement) and to consider alternative actions recommended by the applicable
Risk Retention Consultation Party in respect of such Major Decision; provided that such consultation is on a non-binding
basis. In the event the Master Servicer or the Special Servicer, as applicable, receives no response from such Risk Retention
Consultation Party within 10 days following the later of (i) the Master Servicer’s or the applicable Special Servicer’s
written request for input (which request is required to include the related Major Decision Reporting Package) on any required
consultation and (ii) delivery of all such additional information reasonably requested by the applicable Risk Retention Consultation
Party related to the subject matter of such consultation, the Master Servicer or the applicable Special Servicer, as applicable,
will not be obligated to consult with the applicable Risk Retention Consultation Party on the specific matter; provided,
however, that the failure of the applicable Risk Retention Consultation Party to respond shall not relieve the Master Servicer
or the applicable Special Servicer, as applicable, using reasonable efforts to consult with the applicable Risk Retention Consultation
Party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


 


After
the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have
no consultation or consent rights hereunder and shall have no right to receive any notices, reports or information (other than
notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative.
However, the Controlling Class Representative shall maintain the right to exercise its Voting Rights for the same purposes as
any other Certificateholder.


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01 Servicer Termination Events; Master Servicer and Special Servicer Termination. (a) “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)            (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, to
the Companion Paying Agent for deposit into the related Serviced Whole Loan Custodial Account or to a Companion Holder, on the
day and by the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is
not remedied within one (1) Business


 



     -406-


    


    

 


Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate
Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is
not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)          any
failure by the applicable Special Servicer to deposit into the applicable REO Account, within two (2) Business Days after such
deposit is required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required
account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the time specified
by, the terms of this Agreement; or


 


(iii)         any
failure on the part of the Master Servicer or such Special Servicer duly to observe or perform in any material respect any of
its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or
(A) five (5) Business Days in the case of the Master Servicer’s or such Special Servicer’s obligations, as applicable,
contemplated by Article XI (except as otherwise provided under clause (xi) of this definition of “Servicer
Termination Event”), (B) ten (10) days in the case of the Master Servicer’s failure to make a Property Protection
Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required to be
maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A)
to the Master Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer
or such Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the holders of Voting Rights
evidencing not less than 25% of the Voting Rights or, solely with respect to a Serviced Whole Loan if affected by such failure,
by the holder of the related Serviced Pari Passu Companion Loan or, solely as it related to the servicing of Trust Subordinate
Companion Loan if affected by such failure, the Holders of not less than 25% of the Certificate Balance of each affected Class
of the Loan-Specific Certificates (as holders of a beneficial interest in the Trust Subordinate Companion Loan); provided,
however, if such failure is capable of being cured and the Master Servicer or such Special Servicer, as applicable, is
diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further, however,
that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)         any
breach on the part of the Master Servicer or such Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) or the RR Interest Owners and which continues unremedied
for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have
been given to the Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the holders of Voting Rights evidencing not less than 25% of the Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan if affected by such breach, by the related Serviced Companion Noteholder or, solely


 



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as it relates to the
servicing of Trust Subordinate Companion Loan if affected by such failure, the Holders of not less than 25% of the Certificate
Balance of each affected Class of the Loan-Specific Certificates (as holders of a beneficial interest in the Trust Subordinate
Companion Loan); provided, however, that if such breach is capable of being cured and the Master Servicer or such
Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional thirty (30)
days; or


 


(v)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or such
Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty
(60) days; or


 


(vi)         the
Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of
or relating to the Master Servicer or such Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)        the
Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(viii)       the
Master Servicer or the applicable Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list
within sixty (60) days;


 


(ix)          DBRS
(i) has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates in the issuing entity,
or (ii) has placed one or more classes of certificates issued by the issuing entity on “watch status” in contemplation
of a ratings downgrade or withdrawal (and, in the case of clauses (i) or (ii), such action has not been withdrawn
by DBRS within 60 days of such event) and, in the case of either of clauses (i) or (ii), publicly citing servicing
concerns with the Master Servicer or the applicable Special Servicer, as applicable, as the sole or a material factor in such
rating action;


 


(x)           the
Master Servicer or the applicable Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively,
by Fitch and such Master Servicer or the applicable Special Servicer is not reinstated to at least that rating within sixty (60)
days of the delisting;


 






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(xi)         a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Serviced
Companion Loan Securities, or (B) placed 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 (A) or (B), 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 Companion Loan Rating
Agency within sixty (60) days of such event); or


 


(xii)         any
failure by the Master Servicer or the applicable Special Servicer to deliver (a) any Exchange Act reporting items required to
be delivered by the Master Servicer or the applicable Special Servicer to the Trustee or the Certificate Administrator under this
Agreement (other than items to be delivered by a sub-servicer retained by the Mortgage Loan Seller) by the time required under
this Agreement after any applicable grace periods or (b) any Exchange Act reporting items that a primary servicer, sub-servicer
or servicing function participant retained by the Master Servicer is required to deliver (any such primary servicer, sub-servicer
or servicing function participant will be terminated if it defaults in accordance with the provision of this clause (xii) which
failure (other than in the case of Form 8-K reporting requirements) is not remedied within 3 Business Days).


 


(b)          If
any Servicer Termination Event with respect to the Master Servicer or the applicable Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and
every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and
at the written direction of (A)((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any applicable Excluded Loan) the Directing Holder (solely with respect to the applicable Special Servicer), or
(B) the holders of Voting Rights evidencing at least (a) 25% of the Voting Rights in the case of the Master Servicer, (b) 25%
of the Pooled Voting Rights in the case of the General Special Servicer and (c) 25% of the Voting Rights in the case of the 1000
Wilshire Special Servicer, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the applicable Special Servicer as applicable, upon five Business Days’ written notice if there is a Servicer
Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice
to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations
of the Affected Party under this Agreement and in and to the Mortgage Loans and the Trust Subordinate Companion Loan and the proceeds
thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected
Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such termination
as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party
of such written notice except as otherwise provided in this Article VII, all authority and power of the Affected Party
under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate), the RR Interests or
the Mortgage Loans and the Trust Subordinate Companion Loan or otherwise, shall pass to and be vested in the Trustee with respect
to a termination of the Master Servicer or such Special


 



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Servicer pursuant to and under this Section 7.01, and, without
limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected
Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans or the Trust Subordinate Companion Loan and related documents, or otherwise. The Master Servicer
and such Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and
in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records requested by it to enable it to assume the Master Servicer’s or such Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or such Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by such Special Servicer to the applicable REO Account (if it is the Affected
Party) or thereafter be received with respect to the Mortgage Loans, the Trust Subordinate Companion Loan or any REO Property
(provided, however, that the Master Servicer and such Special Servicer each shall, if terminated pursuant to this
Section 7.01(b) or pursuant to Section 7.01(d) (with respect to such Special Servicer), continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect
of Advances (in the case of such Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors,
managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section
3.11 and Section 6.04 notwithstanding any such termination).


 


Notwithstanding
the foregoing, with respect to the Aliso Creek Apartments Whole Loan, if any Servicer Termination Event has occurred (A) with
respect to the Master Servicer that affects the holder of the Serviced Subordinate Companion Loan, and the Master Servicer is
not otherwise terminated under this Agreement, then the holder of the Serviced Subordinate Companion Loan or its designees (if
the holder of the Serviced Subordinate Companion Loan is the Aliso Creek Apartments Whole Loan Directing Holder) shall be entitled
to direct the Trustee to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently
being sub-serviced, to replace the current sub-servicer, but only if such original sub-servicer is in default under the related
sub-servicing agreement); and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated
in clause (A) above, will in any event be subject to written confirmation from each Rating Agency that such appointment would
not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued
in connection with any securitization.


 


(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(ix), (x) or (x), the Master Servicer shall have a forty-five (45) day period after such notice
in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the 


 



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Mortgage
Loans and the Trust Subordinate Companion Loan under this Agreement. During such forty-five (45) day period the Master
Servicer may continue to serve as Master Servicer hereunder. In the event that the Master Servicer is unable, within such
forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master Servicer
hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the General Special Servicer shall occur and be continuing
that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not otherwise
terminated, the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling
and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer with
respect to the related Serviced Pari Passu Whole Loan. Any General Special Servicer appointed to replace the General Special Servicer
with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of
such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder
of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements
of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement General Special Servicer in
accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the rating
agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current
ratings of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


(d)          Subject
to the right of the Operating Advisor to recommend the termination of a Special Servicer and recommend a Qualified Replacement
Special Servicer and the right of the Certificateholders to approve the replacement of a Special Servicer with such Qualified
Replacement Special Servicer pursuant to this Section 7.01(d), and subject to the rights of the holder of a related AB
Subordinate Companion Loan and the rights of the Holders of the Loan-Specific Certificates pursuant to the related Co-Lender Agreement
at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any applicable
Excluded Loan, the Directing Holder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of such Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to such Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d);
provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this
Section 7.01(d) shall not apply, and any applicable notice period set forth in the related Co-Lender Agreement shall apply
to the related Loan-Specific Directing Holder’s right to terminate the applicable Special Servicer’s rights and obligations
under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Co-Lender
Agreement. Upon a termination of such Special Servicer, the Directing Holder (other than with respect to any applicable Excluded


 



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Loan) shall appoint a successor special servicer; provided, however, that (i) such successor will meet the requirements
set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of
any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25) and (iii) no replacement of such Special Servicer shall be effective until the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have
been completed with respect to any related Companion Loan.


 


After
the occurrence and during the continuance of a Control Termination Event that relates to any Mortgage Loan (other than the 1000
Wilshire Whole Loan), upon (a) the written direction of Holders of Pooled Principal Balance Certificates evidencing not less than
25% of the Pooled Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the
Certificate Balances pursuant to Section 4.05 hereof) of the Pooled Principal Balance Certificates requesting a vote to
replace the General Special Servicer with a new special servicer designated in such written direction, (b) payment by such holders
to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and
expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional
expenses of the Trust and (c) delivery by such holders to the Certificate Administrator and Trustee of Rating Agency Confirmation
from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such holders), the Certificate Administrator
shall promptly post notice to all Certificateholders and the RR Interest Owners of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all holders
of Voting Rights in such regard, which requisite affirmative votes shall be received within one hundred-eighty (180) days of the
posting of such notice. Upon the written direction of holders of Voting Rights evidencing at least 75% of a Pooled Quorum of Voting
Rights or Holders of Pooled Principal Balance Certificates evidencing more than 50% of the aggregate Pooled Voting Rights of each
Class of Pooled Non-Reduced Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations
of General Special Servicer (other than with respect to the 1000 Wilshire Whole Loan) under this Agreement and appoint the successor
special servicer (which must be a Qualified Replacement Special Servicer) designated by such holders.


 


After
the occurrence and during the continuance of a Control Termination Event that relates to the 1000 Wilshire Mortgage Loan, upon
(a) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking
into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section
4.05 hereof) of the Principal Balance Certificates requesting a vote to replace the 1000 Wilshire Special Servicer with a
new special servicer designated in such written direction, (b) payment by such holders to the Certificate Administrator of the
reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery
by such holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which


 



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Rating
Agency Confirmation shall be obtained at the expense of such holders), the Certificate Administrator shall promptly post notice
to all Certificateholders and the RR Interest Owners of such request on the Certificate Administrator’s Website in accordance
with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all holders of Voting Rights in
such regard, which requisite affirmative votes shall be received within one hundred-eighty (180) days of the posting of such notice.
Upon the written direction of holders of Voting Rights evidencing at least 75% of a Quorum of Voting Rights or Holders of Principal
Balance Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates on an aggregate
basis, the Trustee shall terminate all of the rights and obligations of the 1000 Wilshire Special Servicer under this Agreement
and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such holders.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and the RR
Interest Owners may (i) access such notices via the Certificate Administrator’s Website and (ii) register to receive electronic
mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholders’ and the
RR Interest Owners’ direction to replace a Special Servicer will not apply to any Serviced AB Whole Loan for which the holder
of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period or, in the case of the 1000 Wilshire
Whole Loan, will not apply to a Serviced AB Whole Loan unless a 1000 Wilshire Control Termination Event has occurred and is continuing
with respect to the Serviced AB Whole Loan under the related Co-Lender Agreement.


 


An
AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period
or 1000 Wilshire Control Termination Event, as applicable, to replace the applicable Special Servicer solely with respect to the
related AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer
has assumed in writing (from and after the date such successor special servicer becomes a Special Servicer) all of the responsibilities,
duties and liabilities of such Special Servicer under this Agreement from and after the date it becomes the applicable Special
Servicer as they relate to any AB Whole Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator;
and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator
to the effect that (x) the designation of such replacement to serve as a Special Servicer is in compliance with this Agreement,
(y) such replacement will be bound by the terms of this Agreement with respect to any AB Whole Loan, and (z) subject to customary
qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Co-Lender Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced Pooling
Agreement remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special
Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the
direction of the Controlling Class Representative) will be entitled to direct the related Non-Serviced Trustee to terminate the
related Non-Serviced Special Servicer solely with respect to the related Non-


 



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Serviced Whole Loan. The appointment (or replacement)
of a special servicer with respect to a Non-Serviced Whole Loan, as applicable, will in any event be subject to Rating Agency
Confirmation from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or,
prior to a consultation termination event under the related Non-Serviced Pooling Agreement, by the related Non-Serviced Whole
Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace a Special Servicer
with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at
the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Controlling Class Representative.


 


If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the applicable Special
Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard,
and (ii) the replacement of the applicable Special Servicer would be in the best interest of the Certificateholders and the RR
Interest Owners as a collective whole, then the Operating Advisor shall deliver to the Trustee and the Certificate Administrator,
with a copy to the applicable Special Servicer, a written recommendation in the form of Exhibit W attached hereto (which
form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information,
subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no event shall
the information or any other content included in such written report contravene any provision of this Agreement) detailing the
reasons supporting its position (provided that the Operating Advisor will not be permitted to recommend the replacement
of a Special Servicer for any Whole Loan so long as the holder of the related Companion Loan is the Directing Holder under the
related Co-Lender Agreement) (along with relevant information justifying its recommendation) and recommending a suggested replacement
special servicer (which shall be a Qualified Replacement Special Servicer). In such event, the Certificate Administrator shall
promptly notify each Certificateholder and each RR Interest Owner of the recommendation and post such notice and report on the
Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes
of all Certificates in such regard. Upon (i) the affirmative vote of Voting Rights evidencing at least a majority of a Quorum
(which, this purpose is the Holders that (i) evidence at least 20% of the Voting Rights (taking into account the application of
any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates
on an aggregate basis, and (B) consist of at least three (3) Certificateholders, the Certificate Owners that are not Risk Retention
Affiliated with each other) and (ii) receipt of Rating Agency Confirmation from each Rating Agency with respect to the termination
of the applicable Special Servicer and the appointment of a successor special servicer recommended by the Operating Advisor following
satisfaction of the foregoing clause (i), the Trustee (upon receipt of written confirmation from the Certificate Administrator,
if the Certificate Administrator and the Trustee are different entities) shall (i) terminate all of the rights and obligations
of the applicable Special Servicer under this Agreement and appoint such successor Special Servicer and (ii) promptly notify such
outgoing Special Servicer of the effective date of such termination. The reasonable out of pocket costs and expenses associated
with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of
a Qualified Replacement Special Servicer shall be a Trust Fund expense. In the event that the Certificate Administrator does not
receive the affirmative vote of at least a majority of the quorum described in clause (i) of the preceding sentence within


 



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180
days of after the notice is posted to the Certificate Administrator’s Website, then the Trustee shall have no obligation
to remove such Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer
shall have agreed to succeed to the obligations of the applicable Special Servicer under this Agreement and to act as the applicable
Special Servicer’s successor hereunder. In the event the applicable Special Servicer is terminated pursuant to this Section
7.01(d), the Directing Holder may not subsequently reappoint such terminated Special Servicer or any Risk Retention Affiliate
thereof. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of the Special
Servicer with respect to an AB Whole Loan so long as the related Serviced Companion Noteholder, is not subject to an AB Control
Appraisal Period (or, with respect to the 1000 Wilshire Whole Loan, the holder of the Trust Subordinate Companion Loan is not
subject to a related 1000 Wilshire Subordinate Companion Loan Control Termination Event) under the related Co-Lender Agreement.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Controlling Class Representative without cause shall be paid by the
Holders of the Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote (regarding removal of a
Special Servicer).


 


(e)          The
Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(ix) and (x)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall not be
construed to limit the effect of Section 7.01(a)(ix) or (x).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


 






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(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, the Directing Holder shall be entitled to select an Excluded Special Servicer, as
successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement,
unless such Excluded Special Servicer Loan is also an applicable Excluded Loan. After the occurrence and during the continuance
of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an applicable Excluded
Loan, the resigning Special Servicer shall use reasonable efforts to select the related Excluded Special Servicer. The Special
Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or
with respect to the identity of the applicable Excluded Special Servicer (as so long as, on the date of the appointment, such
appointment of such Excluded Special Servicer meets the criteria set forth hereunder). It shall be a condition to any such appointment
that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any
of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to
any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer
and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable
Other Depositor or applicable Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant
to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the applicable Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related
Mortgaged Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special
Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan,
(3) such Special Servicer shall become the applicable Special Servicer again for such related Mortgage Loan or Serviced Whole
Loan and (4) such Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan
or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded
Special Servicer Loan; provided, however, for so long as a Control Termination Event is not continuing, the related
Excluded Special Servicer will not be required to resign if the Directing Holder determines that such Excluded Special Servicer
may continue to serve as special servicer for the applicable Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the applicable Special Servicer for the related Excluded
Special Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer
Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
that the applicable Special Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage
Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as the case
may be, has actual knowledge that a Mortgage


 



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Loan is no longer an applicable Excluded Loan, an Excluded Controlling Class Loan
or an Excluded Special Servicer Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the applicable
Special Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02      Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the applicable
Special Servicer as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05
or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable
successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor
to such party, until such successor to the Master Servicer or that Special Servicer, as applicable, is appointed as provided
in this Section 7.02 or by the Directing Holder as provided in Section 7.01(d), as applicable, in all respects
in its capacity as Master Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set
forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section
6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or the applicable Special Servicer, as applicable, by the
terms and provisions hereof; provided, however, that any failure to perform such duties or responsibilities
caused by the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder
shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not
affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer,
and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which
may have arisen prior to its termination as a Special Servicer. The Trustee in its capacity as successor to the Master
Servicer or a Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the
Master Servicer or the applicable Special Servicer respectively, herein or in any related document or agreement, for any acts
or omissions of the predecessor Master Servicer or the applicable Special Servicer or for any losses incurred by the
predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any
Mortgage Loan or Trust Subordinate Companion Loan hereunder solely as a result of its obligations as successor master
servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as
successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the
Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and
subject to Section 3.11, and the Trustee as successor to such Special Servicer shall be entitled to the Special
Servicing Fees to which such Special Servicer would have been entitled if applicable Special Servicer had continued to act
hereunder. Should the Trustee succeed to the capacity of the Master Servicer or such Special Servicer, as the case may be,
the Trustee shall be afforded the same standard of care and liability as the Master Servicer or such Special Servicer, as
applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its
role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the
Master Servicer or the applicable Special Servicer as applicable, or shall, if it is unable to so act, or if the Trustee is
not approved as a servicer by each Rating Agency, or if, prior to the occurrence and continuance of a


 



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Control Termination
Event, the Directing Holder or the Holders of Voting Rights, as applicable, evidencing at least (a) 25% of the Voting Rights
in the case of the Master Servicer, (b) 25% of the Pooled Voting Rights in the case of the General Special Servicer and (c)
25% of the Voting Rights in the case of the 1000 Wilshire Special Servicer, so direct in writing to the Trustee, promptly
appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which
meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or
that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer or such Special Servicer hereunder. No appointment of a successor to the Master Servicer
or such Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to the Master
Servicer or such Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii)
upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), (iii) which appointment has been approved (prior to the occurrence and continuance of a Control Termination Event)
by the Directing Holder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have
filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or such Special Servicer
hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein
above provided. In connection with such appointment and assumption of a successor to the Master Servicer or such Special
Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments
on the Mortgage Loans and the Trust Subordinate Companion Loan as it and such successor shall agree; provided, however,
that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be,
shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The
Trustee, the Master Servicer or the applicable Special Servicer (whichever is not the terminated party) and such successor
shall take applicable action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other than with respect to a termination
without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If
such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such
termination or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of
reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer
or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the
terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such
termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the
Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such
termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not
bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the


 



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Master Servicer or the
applicable Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct
the Trustee to so terminate the Master Servicer or such Special Servicer pursuant to this Agreement, the Trustee shall not
have any liability for such expenses pursuant to this paragraph.


 


Section
7.03      Notification to Certificateholders and RR Interest Owners. (a) Upon any resignation of the Master
Servicer or a Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or a Special Servicer
pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or a Special Servicer pursuant to Section
7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders and the RR Interest
Owners at their respective addresses appearing in the Certificate Register (in the case of the Certificateholders) or, in the
case of the RR Interest Owners, as identified to the Certificate Administrator.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders and the RR Interest Owners (and, if a Serviced Whole Loan is affected,
the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04      Waiver of Servicer Termination Events. A Servicer Termination Event may be waived by the holders of
Voting Rights, evidencing not less than (a) 66-2/3% of the aggregate Voting Rights in case of the Master Servicer, (b)
66-2/3% of the Pooled Voting Rights in the case of the Special Servicer (other than with respect to the 1000 Wilshire Whole
Loan) and (c) 66-2/3% of the Voting Rights in the case of the Special Servicer with respect to the 1000 Wilshire Whole Loan
(and, if such Servicer Termination Event is on the part of the applicable Special Servicer with respect to a Serviced Whole
Loan only, by the related Serviced Companion Noteholder). Notwithstanding the foregoing, (1) a Servicer Termination Event
under clause (i) and clause (ii) of Section 7.01(a) may be waived only with the consent of all of the
Certificateholders of the affected Classes and any Serviced Companion Noteholder affected by such Servicer Termination Event,
and (2) a Servicer Termination Event under clause (iii) or clause (xii) of Section 7.01(a) related to
Exchange Act reporting may be waived only with the consent of the Depositor and any Serviced Companion Noteholder affected by
such Servicer Termination Event. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall
cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs
and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior
to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this
Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, any
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting
Rights with respect to the matters described above as they would if any other Person held such Certificates.


 






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Section
7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations
hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five
(5) Business Days following such failure by the Master Servicer with respect to Property Protection Advances resulting in a
Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has
actual knowledge of such failure with respect to such Property Protection Advances and (y) by noon, New York City time, on
the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of
failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by the
Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder,
including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Property
Protection Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such
Master Servicer’s default in its obligations hereunder); provided, however, that if Advances made by the
Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid,
all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon,
prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any
notice given with respect to a Nonrecoverable Advance hereunder.


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01      Duties of the Trustee and the Certificate Administrator. (a) The
Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or
waiving of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as
are specifically set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive
right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


 


(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform
to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution,


 



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certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 


(c)          No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)            Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)         Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of holders of Voting Rights evidencing not less than 25% of the
Voting Rights entitled to direct the Trustee and/or Certificate Administrator pursuant to the terms of this Agreement, relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator,
or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher
percentage of Voting Rights is required for such action).


 


(d)          The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders and the RR Interest Owners
under this Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor
Certification pursuant to this Agreement.


 






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Section
8.02      Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided
in Section 8.01:


 


(i)          The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, direction of the Depositor, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)          The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement, the Certificates or the RR Interests or to make any investigation of matters arising hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders
or the RR Interest Owners, pursuant to the provisions of this Agreement, unless such Certificateholders or the RR Interest Owners
shall have offered to the Trustee or the Certificate Administrator, as applicable, reasonable security or indemnity satisfactory
to it, against the costs, expenses and liabilities which may be incurred therein or thereby; neither the Trustee nor the Certificate
Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or reasonable indemnity satisfactory to it against such risk or liability is not reasonably assured
to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination
Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his
own affairs;


 


(iv)          Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the 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 Voting Rights entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be


 



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incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)        For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of any
Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon
the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the
Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act,
failure or breach that is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates, the RR Interests or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or a Special
Servicer (unless the Trustee is acting as Master Servicer or a Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or a Special Servicer), the Operating Advisor, the Asset Representations
Reviewer or of the Depositor;


 


(ix)          Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          In
no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its obligations
hereunder because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including, but not
limited to force majeure or acts of God;


 


(xi)          Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement,


 



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or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers; provided, however, the knowledge of employees performing special servicing functions shall not be imputed
to employees performing master servicing functions, and the knowledge of employees performing master servicing functions shall
not be imputed to employees performing special servicing functions;


 


(xii)         Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xiii)        Nothing
herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders or the RR Interest
Owners with respect to their rights and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03      Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of
Certificates, RR Interests or Mortgage Loans or the Trust Subordinate Companion Loan. The recitals contained
herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections
2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any
outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the applicable Special
Servicer, as the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their
correctness. Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or the
Certificate Administrator set forth thereon) or of the RR Interests, any Mortgage Loan or Trust Subordinate Companion Loan or
related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by
the Depositor or the Sponsor of any of the Certificates issued to it or of the proceeds of such Certificates or of the RR
Interests, or for the use or application of any funds paid to the Depositor in respect of the assignment of the
Mortgage Loans and the Trust Subordinate Companion Loan to the Trust, or any funds deposited in or withdrawn from the
Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the applicable Special
Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall
not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Depositor, the Master Servicer or the Special Servicers and accepted by the Trustee or the
Certificate Administrator, in good faith, pursuant to this Agreement.


 






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Section
8.04      Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate
Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee
of Certificates, and may deal with the Depositor, the Master Servicer, any Special Servicer or the Underwriters in banking
transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.


 


Section
8.05      Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate
Administrator. (a) As compensation for the performance of their respective duties hereunder, the Trustee will be
paid the Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the
Certificate Administrator will be paid the Certificate Administrator/Trustee Fee equal to the Certificate
Administrator’s portion of one month’s interest at the Certificate Administrator/Trustee Fee Rate, which shall
cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and
Certificate Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan (or Trust Subordinate
Companion Loan-by-Trust Subordinate Companion Loan, if applicable) basis. As to each Mortgage Loan, the Trust Subordinate
Companion Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the
Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator/Trustee Fee,
which Certificate Administrator/Trustee Fee shall accrue from time to time at the Certificate Administrator/Trustee Fee Rate
and the Certificate Administrator/Trustee Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage
Loan or Trust Subordinate Companion Loan, as applicable, and a 360-day year consisting of twelve 30-day months. The Trustee
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers, rights and duties of the Trustee hereunder, except
for the reimbursement of expenses specifically provided for herein. The Certificate Administrator/Trustee Fee shall
constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and
duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator/Trustee Fee shall be payable with respect to any Companion Loan.


 


(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, from
time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor master
servicer or successor special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection
with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance
of any of the powers and duties of the Trustee or the Certificate Administrator, respectively, hereunder; provided, however,
that none of the Trustee or the


 



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Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf
of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically
required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful
misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively,
obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach
of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in
Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of
this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of
a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in its capacities of Custodian,
Certificate Registrar and Authenticating Agent.


 


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Seller from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, the Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to provide information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or
in any other capacity in which the Certificate Administrator is required to provide information to a Privileged Person that is
an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section
8.06      Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the
Certificate Administrator hereunder shall at all times be, and shall resign if it fails to be, (i) a corporation, national
bank, national banking association or a trust company, organized and doing business under the laws of any state or the United
States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or any Special
Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the
applicable Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal
Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A-”
by S&P, “A-” by Fitch and “A” by DBRS; provided that the Trustee will not become
ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured
debt rating of no less than “A-” by S&P, “A-” by Fitch and “A(low)” by DBRS, (b) its
short-term debt obligations have a short-term rating of not less than “A-2” by S&P, “F1” by Fitch
and “R-1(low)” by DBRS (or such lower rating as is


 



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the subject of a Rating Agency Confirmation by such Rating
Agency) and (c) the Master Servicer maintains a rating of at least “A” by S&P, “A” by Fitch and
“A” by DBRS provided, further, that if any such institution is not rated by DBRS, such
institution maintains an equivalent (or higher) rating by any two other NRSROs, or such other rating with respect to which
the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07      Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the
Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving 30 days’
prior written notice thereof to the Depositor, the Master Servicer, each Special Servicer, the Trustee or the Certificate
Administrator, as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to
all Certificateholders and the RR Interest Owners. The Certificate Administrator shall post such notice to the Certificate
Administrator’s Website in accordance with Section 3.13(b) and provide notice of such event to the Master
Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly post such notice to
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such notice of
resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or certificate
administrator by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or
Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be
delivered to the Master Servicer, each Special Servicer, the Certificateholders and the RR Interest Owners and the Trustee or
Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have
been so appointed and have accepted appointment within one hundred and twenty (120) days after the giving of such notice of
resignation, the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the
appointment of a successor trustee or certificate administrator, as applicable, and any expenses associated with
such petition shall be an expense of the Trust.


 


(b)          If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the


 



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Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the applicable
Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s
or Certificate Administrator’s, as applicable, reasonable control), to timely publish any report to be delivered, published
or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied
for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section
4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint
a successor trustee or certificate administrator reasonably acceptable to the Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate
administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered
to the Master Servicer, each Special Servicer and the Certificateholders and the RR Interest Owners by the Depositor.


 


(c)          The
holders of Voting rights entitled to at least 50% of the Voting Rights may at any time upon 30 days written notice, with or without
cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by written
instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator so
removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
each Special Servicer and the remaining Certificateholders and the RR Interest Owners by the Master Servicer. In the event of
any such termination without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator,
as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee, Custodian or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of
appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have
been completed with respect to any related Companion Loan. Except as provided in Section 8.07(a) to the contrary, the Trustee,
Custodian or Certificate Administrator shall be required to bear all reasonable out-of-pocket costs and expenses of each other
party to this Agreement, the Trust and each Rating Agency in connection with any removal for cause or resignation of such Trustee,
Custodian or Certificate Administrator.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate


 



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administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (and the
Trust Subordinate Companion Loan, if applicable) (to the extent that the original executed Mortgage Note for each Mortgage Loan
(and the Trust Subordinate Companion Loan, if applicable) was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of GS Mortgage Securities
Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners or in blank, and
(ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned
to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable),
and certify in writing that, as to each Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable) then subject to
this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan
(and the Trust Subordinate Companion Loan, if applicable) was not endorsed to the outgoing trustee, the Custodian shall, upon
its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and
the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Note is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
Holders of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR
Interest Owners or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
any such endorsement of such Mortgage Note requires the signature of the Mortgage Loan Seller in order to comply with the foregoing,
then the Master Servicer shall use reasonable efforts to cause the Mortgage Loan Seller to execute such endorsement; (c) if any
other assignable Mortgage Loan or Trust Subordinate Companion Loan document was not assigned to the outgoing trustee, the Custodian
shall, upon its receipt of a Request for Release, deliver such Mortgage Loan or Trust Subordinate Companion Loan document to the
Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor
Trustee to ensure that such Mortgage Loan or Trust Subordinate Companion Loan document is assigned to such successor Trustee;
and (d) in any case, such successor Trustee shall review the documents delivered to it or to the Custodian with respect to each
Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable), and certify in writing that, as to each Mortgage Loan
(and the Trust Subordinate Companion Loan, if applicable) then subject to this Agreement, such endorsements and assignments have
been made or, in the event such


 



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endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08      Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate
administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the
Master Servicer, each Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator
shall become effective and such successor trustee or certificate administrator without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like
effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files
at the time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become the agent of the
successor trustee), and the Depositor, the Master Servicer, the applicable Special Servicer and the predecessor Trustee shall
execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest
and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to
perform its obligations hereunder.


 


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders and the RR Interest Owners. If the Master Servicer fails to deliver such notice within ten
(10) days after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such
successor trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the Master
Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or
the Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting from
any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall
be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case
of the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Certificate Administrator shall post such notice to the Certificate


 



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Administrator’s Website in accordance
with Section 3.13(b) and shall provide notice of such event to the Master Servicer, each Special Servicer, the Depositor
and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


Section
8.10      Appointment Co-Trustee or Separate Trustee. (a) 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 Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to
vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen
(15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to Holders of Certificates or the RR Interest Owners of the appointment of a co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or a Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.


 



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If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section
8.11      Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold
all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care
as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by
the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint
another Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate
Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any
Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for
Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12      Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the
Depositor, the Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each
Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders and the RR Interest
Owners, as of the Closing Date, that:


 


(i)           The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)          The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or that is applicable to it or any of its assets;


 


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


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to


 



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(a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)          No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 


(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and


 


(viii)        To
its actual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.


 


Section
8.13      Provision of Information to Certificate Administrator, Master Servicer and Special Servicers. The
Master Servicer shall promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with
notice of any change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it
receives written notice of such change). The Certificate Administrator, Master Servicer and the Special Servicers may each
conclusively rely on the information provided to them regarding identity and/or contact information regarding any Serviced
Companion Noteholder, and the Certificate Administrator, Master Servicer and the Special Servicers, as applicable, shall have
no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity
and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information regarding the
holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact information regarding any of
the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master Servicer or the Special
Servicers, as applicable.


 






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The
Certificate Administrator shall promptly notify the Master Servicer and applicable Special Servicer of any change in the identity
and/or contact information of the 1000 Wilshire Loan-Specific Directing Holder (to the extent it receives written notice of such
change). The Master Servicer and applicable Special Servicer may each conclusively rely on the information provided to them by
the Certificate Administrator regarding identity and/or contact information regarding the 1000 Wilshire Loan-Specific Directing
Holder unless the Master Servicer or the applicable Special Servicer, as applicable, obtains written notice of the correct identity
and/or contact information for such 1000 Wilshire Loan-Specific Directing Holder and the Master Servicer and applicable Special
Servicer, as applicable, shall have no liability for notices not sent to the correct 1000 Wilshire Loan-Specific Directing Holder
or any obligation to determine the identity and/or contact information of 1000 Wilshire Loan-Specific Directing Holder to the
extent the Certificate Administrator has not provided updated or correct information regarding such 1000 Wilshire Loan-Specific
Directing Holder or has not provided the most recent identity and/or contact information regarding such 1000 Wilshire Loan-Specific
Directing Holders to the Master Servicer or applicable Special Servicer, as applicable.


 


Section
8.14     Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby
represents and warrants to the Depositor, the Master Servicer, each Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders and
the RR Interest Owners, as of the Closing Date, that:


 


(i)           The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)          The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets;


 


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


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 






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(v)          The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)         No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder; and


 


(viii)       To
its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Third Party Purchaser.


 


Section
8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive
orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist
activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator,
the Special Servicers and the Master Servicer is required to obtain, verify and record certain information relating to
individuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special
Servicers or the Master Servicer, as applicable. Accordingly, each of the parties to this Agreement agrees to provide to the
Trustee, the Certificate Administrator, each Special Servicer and the Master Servicer, upon its respective reasonable request
from time to time such identifying information and documentation as may be available for such party in order to enable the
Trustee, the Certificate Administrator, each Special Servicer and the Master Servicer to comply with Applicable Laws.


 






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Article
IX



TERMINATION


 


Section
9.01 Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section
9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate
Administrator (other than the obligations of the Certificate Administrator to provide for and make payments to
Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor,
the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation of the
last Mortgage Loan, Trust Subordinate Companion Loan and REO Property (as applicable) subject hereto, (ii) the purchase or
other liquidation by the Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer
or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that
order of priority, of all the Mortgage Loans, Trust Subordinate Companion Loan and the Trust’s portion of each REO
Property, remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage
Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value
of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause
(a)(2) to be conducted by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more
than 50% of the Voting Rights then outstanding (other than the Controlling Class unless the Controlling Class is the only
Class of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such
Certificateholders object within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of
the Master Servicer with respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans or
Trust Subordinate Companion Loan and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced Pooling Agreement, the pro rata portion of the fair market
value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses
(2) and (3) above, minus (b) solely in the case where the Master Servicer is exercising such purchase
right, the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer
in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees,
remaining outstanding and payable solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed
to the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates are no longer outstanding and
the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero, the voluntary exchange
by the Sole Owner of all the outstanding Certificates (other than Class S and Class R Certificates) and the RR Interests for
the remaining Mortgage Loans, Trust Subordinate Companion Loan and REO Properties in the Trust Fund pursuant to the terms of
the immediately succeeding paragraph; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of twenty-one (21) years


 



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from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates)) and the RR Interests, the Sole Owner shall have the
right, to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund provided, the Master
Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then outstanding
certificates (other than the Class X Certificates, Class S Certificates and Class R certificates) as of the date of the exchange
and (z) three, divided by (ii) 360, as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In
the event that the Sole Owner elects to exchange all of its Certificates (other than the Class S and Class R Certificates) for
all of the Mortgage Loans, Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the
Trust in accordance with the preceding sentence, such Sole Owner, not later than the Distribution Date on which the final distribution
on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all
amounts due and owing to the Depositor, the Master Servicer, the Special Servicers, the Trustee and the Certificate Administrator
hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account
acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution
Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection
Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution
Account and Excess Interest Distribution Account on the Master Servicer Remittance Date related to such Distribution Date in which
the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section
3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described
purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account).
Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the
Class R and Class S Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release
from the Master Servicer, release or cause to be released to the Sole Owner or any designee thereof, the Mortgage Files for the
remaining Mortgage Loans and Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments
furnished to it by the Sole Owner as shall be necessary to effectuate transfer of the Mortgage Loans, Trust Subordinate Companion
Loan and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02.
Solely for federal income tax purposes, the Sole Owner shall be deemed to have purchased the assets of the Lower-Tier REMIC for
an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with
respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable in respect of such
Certificates and Related Lower-Tier Regular Interests. If the 1000 Wilshire


 



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Whole Loan (or any related REO Loan) is an asset of
the Trust, (i) if the Mortgaged Property securing the 1000 Wilshire Whole Loan has become an REO Property, then the Sole Owner
exercising the exchange described above, as a prerequisite, shall designate a nominee to hold title to such REO Property on behalf
of the purchaser and the holders of the Loan-Specific Certificates and (ii) if the Mortgaged Property securing the 1000 Wilshire
Whole Loan is not an REO Property, then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the related 1000 Wilshire Loan-Specific Directing Holder or any designee thereof, the Mortgage Note
for the Trust Subordinate Companion Loan, and shall execute all assignments, endorsements and other instruments furnished to it
by the related 1000 Wilshire Loan-Specific Directing Holder as shall be necessary to effectuate transfer of such Mortgage Note
and the Trust Subordinate Companion Loan REMIC shall be liquidated in accordance with the procedures set forth in Section 9.02
and neither of the Master Servicer nor the applicable Special Servicer shall have any further obligation to service such Trust
Subordinate Companion Loan hereunder.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the applicable Special Servicer,
the Trustee, the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to
the extent (i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts
payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Co-Lender Agreement remain due and owing.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their
option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the
Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to
the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, any Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans, the Trust Subordinate
Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which (A) the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Preliminary Statement.
This purchase shall terminate the Trust and retire the then outstanding Certificates. If the 1000 Wilshire Whole Loan (or any
related REO Loan) is an asset of the Trust, (i) if the Mortgaged Property securing the 1000 Wilshire Whole Loan, has become an
REO Property, then the purchaser exercising the purchase option described above, as a prerequisite, shall designate a nominee
to hold title to such REO Property on behalf of the purchaser and the holders of the Loan-Specific Certificates and (ii) if the
Mortgaged Property securing the 1000 Wilshire Whole Loan is not an REO Property, then the Custodian shall, upon receipt of a Request
for Release from the Master Servicer, release or cause to be released to the related 1000 Wilshire Loan-Specific Directing Holder
or any designee thereof, the Mortgage Note for the Trust Subordinate Companion Loan, and shall execute all assignments, endorsements
and other instruments furnished to it by the related 1000 Wilshire


 



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Loan-Specific Directing Holder as shall be necessary to effectuate
transfer of such Mortgage Note and the Trust Subordinate Companion Loan REMIC shall be liquidated in accordance with the procedures
set forth in Section 9.02. In the event that the Master Servicer or the applicable Special Servicer purchases, or the Holders
of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans, the Trust
Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the
preceding sentence, the Master Servicer, the applicable Special Servicer, the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later
than the Master Servicer Remittance Date relating to the Distribution Date on which the final distribution on the Certificates
is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof
payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in
the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts
required to be transferred thereto on such Master Servicer Remittance Date from the Collection Account pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise be held for
future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release or cause
to be released to the Master Servicer, the applicable Special Servicer, the Holders of the majority of the Controlling Class or
the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and the Trust Subordinate
Companion Loan and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the
applicable Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans, the Trust Subordinate Companion Loan and REO
Properties remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the applicable Special Servicer then the Master Servicer, and then the Holders
of the Class R Certificates. For purposes of this Section 9.01, the Directing Holder with the consent of the Holders of
the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating
the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, the Loan-Specific Directing Holder, each Serviced Companion Noteholder and the 17g-5 Information Provider
in accordance with the provisions of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5
Information Provider’s Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified
pursuant to this Section 9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with
the purchase of all of the Mortgage Loans, Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund,
not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution
on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I Advance Determination
Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of
the Certificates will be made, (ii) the amount of any such final payment and


 



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(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the
offices of the Certificate Registrar or such other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the Trust Subordinate Companion Loan REMIC Distribution Amount, as applicable,
and the amount of any Yield Maintenance Charges distributable to the Regular Certificates and the RR Interests pursuant to Section
4.01(f) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b), and upon presentation
and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator shall
distribute to the RR Interest Owners and to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of, and the applicable RR Interest Owner’s portion of that portion of the amounts then on deposit in
the Upper-Tier REMIC Distribution Account that are allocable to payments on the RR Interests and the Class of Regular Certificates
so presented, (ii) to Holders of the Class S Certificates so presented, any amounts remaining on deposit in the Excess Interest
Distribution Account, (iii) any remaining amounts of Yield Maintenance Charges distributable to the Class X-B Certificates pursuant
to Section 4.01(f), and (iv) any remaining amount shall be distributed to the Class R Certificates in respect of the Class
WLS-R Interest, the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Trust Subordinate
Companion Loan REMIC Distribution Account or Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account
as of the final Distribution Date, shall be distributed in termination of the Trust Subordinate Companion Loan REMIC Regular Interests
and the Class WLS-R Interest, or the Lower-Tier Regular Interests and the Class LR Interest in accordance with Section 4.01(b),
Section 4.01(e), Section 4.01(f), and Section 4.01(g), as applicable. Any funds not distributed on such Distribution
Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section
4.01(i).


 


Section
9.02 Additional Termination Requirements. (a) In the event the Master Servicer or the applicable Special Servicer
purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage
Loans, the Trust Subordinate Companion Loan, the RR Interests and the Trust’s portion of each REO Property remaining in
the Trust Fund as provided in Section 9.01 or in the event Holders of the Loan-Specific Certificates exchange their
Certificates for a Trust Subordinate Companion Loan the Upper-Tier REMIC and Lower-Tier REMIC or the Trust Subordinate
Companion Loan REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which meet
the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)       the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)      during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates and the RR Interests,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust


 



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REMICs to the Master
Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as
applicable, for cash; and


 


(iii)     within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests,
the Certificates and the RR Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) and in respect of the Class WLS-R Interest (in the
case of the Trust Subordinate Companion Loan REMIC) all cash on hand (other than cash retained to meet claims), and the Trust
(if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01 REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to be made
to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the
calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates and the RR Interests (exclusive of Excess
Interest) shall be designated as the “regular interests” and the Class UR Interest shall be designated as the
sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the
Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests” in the
Lower-Tier REMIC. For purposes of the REMIC election in respect of the Trust Subordinate Companion Loan REMIC, the Trust
Subordinate Companion Loan REMIC Regular Interests shall be designated as the “regular interests” and the Class
WLS-R Interest shall be designated as the sole class of “residual interests” in the Trust Subordinate Companion
Loan REMIC. None of the Special Servicers, the Master Servicer or the Trustee shall permit the creation of any
“interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing
interests.


 


(b)       The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)       The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans,
the Trust Subordinate Companion Loan and any REO Properties on deposit in the Collection Account as


 



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provided by Section 3.05(a)
unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad
faith or negligence. The Holder of the largest Percentage Interest in the Class R Certificates shall be designated, in the manner
provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters
person” and as the “partnership representative” (within the meaning of Section 6223 of the Code, to the extent
such provision is applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holders of the largest
Percentage Interest of the Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent
to perform all of the duties of the “tax matters person” and “partnership representative” for the Trust
REMICs.


 


(d)       The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(e)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders and the RR Interest
Owners such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service,
Form 8811, within thirty (30) days after the Closing Date.


 


(f)  
     The Certificate Administrator shall take such actions and shall cause the Trust to take such
actions as are reasonably within the Certificate Administrator’s control and the scope of its duties more specifically
set forth herein as shall be necessary to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and
the Trustee shall assist the Certificate Administrator to the extent reasonably requested by the Certificate Administrator to
do so. Neither the Master Servicer nor the Special Servicers shall knowingly or intentionally take any action, cause the
Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may
be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust
REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including
the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC
Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to
take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking
such action is in the best interest of the Trust and the Certificateholders and the RR Interest Owners, at the expense of the
Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust or any Trust REMIC created hereunder, endanger such status or, unless the
Certificate


 



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Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as Qualified Mortgages
and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)       In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates and the RR Interest Owners, except as provided in the last sentence of this Section 10.01(g); provided
that with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant
to Section 860G(c) of the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall
retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate
(or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the
Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall
withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is
estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting,
at the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in
appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The
Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income
from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any
Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the
extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect
of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax
authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Trust Subordinate Companion
Loan REMIC Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any 1000 Wilshire Realized Losses
and 1000 Wilshire RR Interest Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class WLS-R Interest, in the manner specified in Section 4.01(c), (y) in the case of the Lower-Tier Regular
Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Pooled Realized Losses or Pooled RR Interest
Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates in respect of the Class
LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the 


 



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Upper-Tier REMIC, to the Holders of the
Principal Balance Certificates and the RR Interests in the manner specified in Section 4.01(a) and Section 4.01(b),
to the extent they are fully reimbursed for any Realized Losses or RR Interest Realized Losses, as applicable, arising therefrom
and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate
Administrator, the Master Servicer or the applicable Special Servicer shall be responsible for any taxes imposed on any Trust
REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement
which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)       The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)  
     Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept
any contributions of assets to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such
assets in such Trust REMIC will not cause an Adverse REMIC Event to occur.


 


(j)   
    Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the
Trust or any Trust REMIC will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to
receive any income from assets other than Qualified Mortgages or “permitted investments” as defined in Section
860G(a)(5) of the Code.


 


(k)       Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates, the RR Interest Balances of the RR Interests
and the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is
the Rated Final Distribution Date.


 


(l) 
      None of the Trustee, the Certificate Administrator, the Master Servicer or the applicable
Special Servicer, as applicable, shall sell, dispose of or substitute for any of the Mortgage Loans or the Trust Subordinate
Companion Loan (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan or the Trust
Subordinate Companion Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by
foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article
IX of this Agreement or (iv) a purchase of Mortgage Loans or the Trust Subordinate Companion Loan pursuant to Article
II or Article III of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of
any investments in the Collection Account or the applicable REO Account for gain unless it has received an Opinion of Counsel
that such sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b)
unless the Trustee, the Certificate Administrator, the Master Servicer or the applicable Special Servicer, as the case may
be, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any


 



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Trust REMIC to be
subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)      The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such
elections.


 


Section
10.02 Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)       The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03 Depositor, Master Servicer and Special Servicers to Cooperate with Certificate Administrator. (a) The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably
determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates and the RR Interests,
including, without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the Certificates and the
RR Interests.


 


(b)       The
Master Servicer and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates,
the RR Interests or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform
its duties hereunder.


 


Section
10.04 Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the
Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator
shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC
Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a
REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the
Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each
REMIC Administrator must be acceptable to the Certificate Administrator


 



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and must be organized and doing business under the
laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)       Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)       Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicers and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders and the RR Interest Owners; provided, however, that no successor
REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC
Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities
of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have
responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01 Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article
XI of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related
rules and regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or
other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission
thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time,
due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB (to the


 



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extent such interpretations require compliance and are not “grandfathered”). In connection with the GS
Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, each of the Master
Servicer, the Special Servicers, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall
cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the
Depositor or the Certificate Administrator (including any of its assignees or designees), any and all statements, reports,
certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable
good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Master Servicer, the applicable Special Servicer the Operating Advisor, the Trustee,
the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or
the servicing of the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), reasonably believed by the
Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of
time to comply with any written request made under this Section 11.01, but in any event, shall, upon
reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related
filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise
commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any
legal action against such third party in connection with such obligation.


 


Section
11.02 Succession; Subcontractors. (a) As a condition to the succession to the Master Servicer and the applicable
Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as
contemplated by Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person (i) into which the Master
Servicer and the applicable Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be
appointed as a successor to the Master Servicer and the applicable Special Servicer or to any such Sub-Servicer, the person
removing and replacing the Master Servicer and the applicable Special Servicer shall provide to the Depositor and the
Certificate Administrator, at least fifteen (15) calendar days prior to the effective date of such succession or appointment
(or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information relating
to such successor reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange
Act); provided, however that if disclosing such information prior to such effective date would violate any
applicable law or confidentiality agreement, the Master Servicer, the Special Servicers, any Additional Servicer, as the case
may be, shall submit such disclosure to the Depositor no later than the first Business Day after the effective date of such
succession or appointment.


 


(b)       Each
of the Master Servicer, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator and
each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or
more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide


 



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to the Depositor or the Mortgage Loan Seller a written description (in
form and substance satisfactory to the Depositor or the Mortgage Loan Seller, as applicable) of the role and function of each
Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing
Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization
by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect
to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause,
and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor
used by such Servicer for the benefit of the Depositor and the Trustee to comply with the provisions of Section 11.10 and
Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing
Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially
reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer
shall obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance
report and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and
Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not
be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)       In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of


 



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succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)       Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan (and/or
Trust Subordinate Companion Loan, if applicable) that is the subject of an Initial Sub-Servicing Agreement, with respect to all
matters related to Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable
efforts to cause such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)       Any
information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and each Other Certificate
Administrator (to the extent the information relates to a party that services, specially services or is trustee for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section
11.03 Filing Obligations. (a) The Master Servicer, the Special Servicers, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in
connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections
11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for
execution by the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely
filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis
and Retrieval (“EDGAR”) system) such Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “Significant Obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator
will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be


 



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amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.15(g) of this Agreement. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or
Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section
11.04 Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such
reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided, that information relating to any REO Account to be reported under “Item 8: Other Information” on
Exhibit BB shall be reported by the applicable Special Servicer to the Master Servicer within four (4) calendar days after
the related Distribution Date on Exhibit LL; (ii) the parties listed on Exhibit BB hereto shall include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except
with respect to the reporting of applicable REO Account balances which shall be delivered in the form of Exhibit LL hereto)
and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the


 



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Additional
Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by e-mail
to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor
the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form
10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Seller, if applicable, and the SEC’s assigned “Central Index
Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master
Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the applicable REO Account (to the extent the related information has been received from the applicable Special
Servicer within the time period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution
Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Pooled Gain-on-Sale
Reserve Account, the Pooled RR Interest Gain-on-Sale Reserve Account, the 1000 Wilshire Gain-on-Sale Reserve Account, the 1000
Wilshire RR Interest Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Seller, in accordance with Section
6(b) of the Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii)
of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing via e-mail to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if
the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such
required reports arises in connection with the securitization contemplated by this Agreement then the Certificate Administrator
shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared
and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in
connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator
that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further
notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely
on such notifications in preparing, executing and/or filing any such report.


 






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With
respect to any Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable) that permits Additional Debt or mezzanine
debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it, to the extent
such information is received by the Certificate Administrator from the Master Servicer or the applicable Special Servicer, as
applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine debt, as applicable,
that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the basis of the
Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable,
and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable)
and such Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: Leah Nivison, Telephone: 212-902-1000. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the
Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under
Item 1B on the Form 10-D relating to the reporting period in which such request was received a Special Notice regarding the request
to communicate, and such Special Notice is required to include the following and no more than the following: (a) the name of the
Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect
that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested
in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this
Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting
Certificateholder or Certificate Owner.


 


(b)       After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D and
Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2)
Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished


 



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electronically)
of any changes to or approval of such Form 10-D and From ABS-EE, respectively, and, a duly authorized officer of the Depositor
shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an
original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator
agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of
attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution
of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each
Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable,
as attorney in fact for the Depositor. As provided in Section 11.04(c), the Certificate Administrator shall file such Form
ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D
or From ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the
Certificate Administrator will make available on its Internet website a final executed copy of each Form 10-D or Form ABS-EE filed
by the Certificate Administrator. The signing party at the Depositor for any Form 10-D or Form ABS-EE can be contacted at GS Mortgage
Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with
copies to: Joe Osborne, e-mail: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) and (c) related to the timely preparation and filing of
Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.04(b) and (c). Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively, where such failure results from the
Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to this Agreement
needed to prepare, arrange for execution or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own
negligence, bad faith or willful misconduct.


 


(c)       Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to be filed
with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator
pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL
Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall file
such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine
multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to
review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate


 



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Administrator shall forward
electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional
File received by the Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review and approval.
Any questions are to be directed to ssreports@wellsfargo.com (or such other email address or phone number provided to the Certificate
Administrator and Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably cooperate with the
Depositor to answer any reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information
contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the
Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A to the Prospectus) as of the time the Master Servicer
delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The
Certificate Administrator, the Master Servicer and the Depositor, as applicable, shall each, to the extent related to such party’s
obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule
AL Additional File promptly.


 


Section
11.05 Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being
understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by
the Exchange Act (the “10-K Filing Deadline”), commencing in March 2019, the Certificate Administrator
shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such
Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate
Administrator within the applicable time frames set forth in this Agreement:


 


(i)       an
annual compliance statement for the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator and each
Additional Servicer, as described under Section 11.09;


 


(ii)      (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicers, the Certificate Administrator, the Operating Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that
such report is not included and an explanation why such report is not included;


 


(iii)     (A)
  the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicers, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicers, the Certificate


 



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Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)       if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)     a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
CC to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered by e-mail to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2018, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90)


 



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days.” The Depositor shall notify the Certificate Administrator in writing via e-mail to cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”;
provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization
contemplated by this Agreement then the Certificate Administrator shall be deemed to have notice of such failure (only with respect
to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified
by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence,
the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months)
from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period.
The Certificate Administrator shall be entitled to rely on such notifications in preparing, executing and/or filing any such report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage
Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with
copies to: Joe Osborne, e-mail: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K is contingent
upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable,
by any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results
from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties to this Agreement
(or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange for execution or
file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Upon
written request from the Mortgage Loan Seller, the Master Servicer or any Special Servicer, the Certificate Administrator shall
confirm to the Mortgage Loan Seller, Master Servicer or the applicable Special Servicer whether it has received notice that any
party to this Agreement has changed since the Closing Date and will provide to the Mortgage


 



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Loan Seller, the Master Servicer or
the applicable Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section
11.06 Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form
attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust
is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicers, the Trustee, the
Certificate Administrator, the Custodian, the Asset Representations Reviewer (in the case of the Asset Representations
Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an
Asset Review Report) and the Operating Advisor shall provide, and (i) with respect to each Initial Sub-Servicer engaged by
the Master Servicer or the applicable Special Servicer, as applicable, that is a Servicing Function Participant use
commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing
Function Participant with which the Master Servicer, the applicable Special Servicer the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage
Loans (and the Trust Subordinate Companion Loan, if applicable), shall cause such Servicing Function Participant to provide,
to the Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), on or before March 1st
of each year commencing in March 2019, a certification in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which the Certifying Person, the
entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced
Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the
Reporting Servicer is provided with timely and complete contact information for the parties to the other
securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the
Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form and
substance similar to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which Person, the entity for which the
Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can
reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special
Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge
of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting
Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being
delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section
11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies
or defaults described to the registered public accountants of such Reporting Servicer to enable such accountants to render
the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant
to the terms of this Agreement, or any


 



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applicable Sub-Servicing
Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying
Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable
sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but
other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other
than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to
the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section
11.06 shall be obligated to do so.


 


Section
11.07 Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it
receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form
8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that
is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to
the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and
approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure
from such parties any


 



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Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by e-mail to
cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than
24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly,
but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than
noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each
Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage Securities
Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with copies to:
Joe Osborne, e-mail: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither the Trustee
nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the
Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties to this
Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or
willful misconduct.


 


The
Master Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer use commercially
reasonable efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion
Loan, if applicable) (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and
the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence,
of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format.


 






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Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


Section
11.08 Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate
Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust
under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the
Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such
form, the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section
11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11
shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage
Loan Seller and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension
Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange
Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K
as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’
obligations under this Article XI shall recommence.


 


Section
11.09 Annual Compliance Statements. The Master Servicer, the Special Servicers (regardless of whether the
applicable Special Servicer has commenced special servicing of a Mortgage Loan or Trust Subordinate Companion Loan), the
Custodian, the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment of
compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the
Certificate Administrator (each, a “Certifying Servicer”) shall (and each such party shall (i) with
respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, cause (or in the case
of a sub-servicer that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use
commercially reasonable efforts to cause) such Additional Servicer to and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate
Companion Loan, if applicable), cause such Additional Servicer to), on or before March 1st of each year, commencing in March
2019, furnish to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post
to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit
HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer
thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion
thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing Agreement
or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an
Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure
to fulfill any such obligation in any material respect, specifying


 



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each such failure known to such officer and the nature and
status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with
respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the
case of a sub-servicer that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to
use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional
Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans or the Trust Subordinate
Companion Loan, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate
Administrator, make a copy of each such statement available on its Internet website) to the Directing Holder and the 17g-5
Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special
Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly
after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and,
if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any
related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the
Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations
hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer
and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer
that serviced a Mortgage Loan or Trust Subordinate Companion Loan during the applicable period, whether or not such
Certifying Servicer or Additional Servicer is acting as the Master Servicer, a Special Servicer, the Trustee, the
Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicer, Special Servicers or Additional Servicer shall be required to cause the delivery of any such
statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report
on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.


 


In
the event the Master Servicer, any Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the applicable Special Servicer
shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated
under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with
respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the applicable Special Servicer, the Trustee or the Certificate Administrator
was subject to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Section
11.10 Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each
year, commencing in March 2019, the Master Servicer, the Special Servicers (regardless of whether the applicable Special
Servicer has


 



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commenced special servicing of the Mortgage Loans or Trust Subordinate Companion Loan), the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect
to any period during which there was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor
and the Certificate Administrator, each at its own expense, shall furnish (and each such party shall (i) with respect to each
Initial Sub-Servicer engaged by such Master Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that
is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing Function Participant to
furnish and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such
Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be
deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the
Special Servicers, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit
II or such other form provided by such Reporting Servicer that complies in all material respects with the requirements of
Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a
statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B)
a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section
11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting
firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use
its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be
provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and
the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant
shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received
written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the
preceding calendar year.


 






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Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)       The
Master Servicer, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicers, Trustee, Operating Advisor or
Certificate Administrator has entered into a servicing relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and any Special Servicer
shall notify the Certificate Administrator, the Depositor and the Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and the Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicers,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In
the event the Master Servicer, a Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the applicable Special Servicer shall
(i) with respect to an Initial Sub-Servicer engaged by such Master Servicer or applicable Special Servicer that is an Additional
Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional
Servicer and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with
an attestation as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicers,
the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period
of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)       The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event,
Operating Advisor Consultation Event or Consultation Termination Event occurred during the previous calendar


 



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year, and upon such
request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such
request.


 


Section
11.11 Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year,
commencing in March 2019, the Master Servicer, the applicable Special Servicer, the Trustee, the Custodian, the Operating
Advisor and the Certificate Administrator, each at its own expense, shall cause (and each such party shall (i) with respect
to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicers, Trustee, Operating Advisor or Certificate
Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such Servicing Function
Participant to cause and (ii) with respect to each other Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause
such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to
the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor
or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Trustee (who will promptly post such report on the Certificate
Administrator’s Website pursuant to Section 3.13(b)), the Certificate Administrator, the Depositor, the 17g-5
Information Provider and, prior to the occurrence of a Consultation Termination Event, the Directing Holder, and, promptly,
but not earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the
Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of
such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant
Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all
material respects. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall
state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report
shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be
provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided in
EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the
providing parties.


 


Promptly
after receipt of such report from the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator as to the nature of any defaults by the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor,
the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if


 



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applicable), as the case may be,
in the fulfillment of any of the Master Servicer’s, the applicable Special Servicer’s, the Trustee’s, the Certificate
Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’
obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator
shall confirm that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment
of compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional
Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in any given
year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed with respect
to the Trust for the preceding fiscal year.


 


Section
11.12 Indemnification. Each of the Master Servicer, the Special Servicers, the Trustee, the Certificate
Administrator, the Custodian, the Asset Representations Reviewer and the Operating Advisor shall indemnify and hold harmless
each Certification Party and each Other Depositor (and such Other Depositor’s officers, directors and Affiliates) from
and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party or Other Depositor (or such Other Depositor’s
officers, directors and Affiliates), as applicable, arising out of (i) an actual breach by the Master Servicer, such Special
Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset Representations Reviewer or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, such Special Servicer, the Trustee, the Operating Advisor, the Custodian, the
Asset Representations Reviewer or the Certificate Administrator in the performance of such obligations, or (iii) delivery of
any Deficient Exchange Act Deliverable.


 


The
Master Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, the Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer
and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to
the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such party to, in each case, indemnify and
hold harmless each Certification Party and each Other Depositor (and such Other Depositor’s officers, directors and Affiliates)
from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and any other costs, fees and expenses incurred by such Certification Party or Other Depositor (or such Other Depositor’s
officers, directors and Affiliates), as applicable, arising out of (a) a breach of its obligations to provide any of the annual
compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant to the applicable
sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of
such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function
Participant pursuant to Section 11.02(c) or Section 11.02(d) delivery of any Deficient Exchange Act Deliverable.


 






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In
addition, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator,
the Asset Representations Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor (and each Other Depositor)
as necessary for the Depositor (and each Other Depositor) to conduct any reasonable due diligence necessary to evaluate and assess
any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In
connection with comments provided to the Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing
Function Participant, the Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information
is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments
which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld
or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission
or its staff; provided, however, if an Affected Reporting Party is a Servicing Function Participant or Additional
Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to
this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided, that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor informed of its progress with the Commission or its
staff and copy the Depositor on all correspondence with the Commission or its staff and provide the Depositor with the opportunity
to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and
(ii) the Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its
representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission
or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and
expenses incurred by the Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor) in connection
with the foregoing (other than those costs and expenses required to be at the Depositor’s expense as set forth above) and
any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor. Each of the Master Servicer, the Special Servicers,
the Operating Advisor,


 



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the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each
case, it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan,
if applicable), cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
(the “Performing Party”) shall contribute to the amount paid or payable to the Certification Party as a result
of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative
fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing
Party’s obligations pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach
of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements
or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith
or willful misconduct in connection therewith. The Master Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate Administrator that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered into
a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable) cause such
party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive
the termination of this Agreement or the earlier resignation or removal of the Master Servicer, any Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator.


 


In
connection with Deficient Exchange Act Deliverables, each of the Master Servicer, the Special Servicers, the Custodian and the
Trustee and each Affected Reporting Party shall cooperate (and require each Servicing Function Participant and Additional Servicer
retained by it to cooperate under the applicable Sub-Servicing Agreement), with each Other Depositor (including, without limitation,
providing all due diligence information, reports, written responses, negotiations and coordination) to the same extent as such
party is required to cooperate with the Depositor under this Section 11.12. All respective reasonable out-of-pocket costs
and expenses incurred by each Other Depositor (including reasonable legal fees and expenses of outside counsel to such depositor)
in connection with a Deficient Exchange Act Deliverable (other than those costs and expenses related to participation by such
Other Depositor in any telephone conferences and meetings with the Commission and other costs the Other Depositor must bear pursuant
to this Section 11.12) and any amendments to any reports filed with the Commission therewith shall be promptly paid by
the applicable Affected Reporting Party to the Other Depositor to the same extent as would be required to be paid to the Depositor
under this Section 11.12 upon receipt of an itemized invoice from such Other Depositor.


 






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Section
11.13 Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant
to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the
commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s
Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan
Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided
that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11
shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, without a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


Section
11.14 Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master
Servicer, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via
e-mail (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to GS
Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212)
428-1439, e-mail: leah.nivison@gs.com, with copies to: Joe Osborne, e-mail: joe.osborne@gs.com.


 


Section
11.15 Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with
respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a
permitted transferee of the Mortgage Loan Seller pursuant to the related Co-Lender Agreement), reasonably cooperate with the
Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that
is required to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the
extent needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee)
information about itself that the Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119
and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and shall reasonably cooperate with the Mortgage
Loan Seller to provide such other information as may be reasonably necessary to comply with the requirements of Regulation
AB. Each of the Trustee, the Certificate Administrator, the Master Servicer and any Special Servicer understands that such
information may be included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to
(i) negotiate in good faith an agreement (subject to the final sentence of this subsection) to indemnify and hold the related
depositor and underwriters involved in the


 



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offering of the related Certificates harmless for any costs, liabilities, fees and
expenses incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged
material misstatements or omissions in any such offering material to the extent that such material misstatement or omission
was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the
Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any
specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer
(where such information pertains to the Master Servicer individually and not to any specific aspect of the Master
Servicer’s duties or obligations under this Agreement) and the Special Servicers (where such information pertains to
the applicable Special Servicer individually and not to any specific aspect of the applicable Special Servicer’s duties
or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted
transferee) as required by this clause (a) and (ii) deliver such securities law opinion(s) of counsel, certifications
and/or indemnification agreement(s) (to the extent the cost thereof is paid by the Mortgage Loan Seller) with respect to such
information that are substantially similar to those delivered with respect to the offering material for this securitization
by the Master Servicer, the Special Servicers, Trustee or Certificate Administrator, as the case may be, or their respective
counsel, in connection with the information concerning such party in the offering material related to a Regulation AB
Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the
Certificate Administrator the Master Servicer or the applicable Special Servicer, as applicable, for inclusion in the
offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the
information provided by such party with respect to the offering materials related to this transaction, subject to any
required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party
shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee,
the Certificate Administrator the Master Servicer or the applicable Special Servicer in connection with the Regulation AB
Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or
elsewhere in Article XI that the Mortgage Loan Seller (or permitted transferee or other party designated by
the Mortgage Loan Seller, including the Other Depositor) shall have (a) provided reasonable advance notice (and, in any
event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable
agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel)
incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification
agreement.


 


(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer and
the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may
be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate
with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan
Securitization in preparing each Form ABS-15G, Form 8-K, Form 10-D, Form


 



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ABS-EE and Form 10-K required to be filed by such Regulation
AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation
AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide
to such depositor, trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling
and Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein) for such Regulation
AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary
for the depositor, trustee, certificate administrator and master servicer of the Regulation AB Companion Loan Securitization to
comply with the reporting requirements of Regulation AB, the Securities Act and the Exchange Act; provided, however,
that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator,
the Master Servicer and the applicable Special Servicer (and Master Servicer shall consult with any sub-servicer appointed with
respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master Servicer and the applicable
Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D
and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, the Master Servicer or the applicable Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer and
the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each
time a filing is required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such
Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information
with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan
within two Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent
the Trustee, the Certificate Administrator, the Master Servicer or any Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to
be in compliance with the provisions of this Section 11.15(c).


 


(d)       On
or before March 1st of each year commencing in March 2019, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on


 



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Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicers shall, and the Master Servicer and the applicable
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide, with respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation
AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment
of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered
accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria
to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant
to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the applicable Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)       On
or before March 1st of each year commencing in March 2019, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the trustee or certificate administrator under such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the applicable
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB
Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 






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(f)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by the Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
Sub-Servicing Agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the applicable Special Servicer, as the case may be, information, reports, statements and
certificates with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements
or certificates required to be provided by the Master Servicer or the applicable Special Servicer pursuant to this Section
11.15, even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person
in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer or the
applicable Special Servicer, as applicable, no later than two Business Days prior to the date on which the Master Servicer or
the applicable Special Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates
pursuant to this Section 11.15.


 


(g)       With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer or the applicable Special Servicer, as applicable, in writing is a “significant obligor” (within
the meaning of Item 1101(k) of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an
Other Securitization that includes such Serviced Companion Loan, to the extent that the Master Servicer or the applicable Special
Servicer, as applicable, is in receipt of the updated financial statements of such “significant obligor” for any calendar
quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar quarter
following receipt of such notice from the Other Depositor, or the updated financial statements of such “significant obligor”
for any calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master
Servicer or the applicable Special Servicer, as applicable, shall deliver to the Other Depositor, on or prior to the day that
occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days
prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs
twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or
more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as calculated by the Master Servicer or the applicable Special Servicer, as applicable, in accordance with
CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to
the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant
Obligor


 



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NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together
with the net operating income of such “significant obligor” for the applicable period as reported by the related Mortgagor
in such financial statements.


 


If
the Master Servicer or the applicable Special Servicer, as applicable, 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 (10) Business Days after the date such financial information is required to be delivered under the related Mortgage
Loan documents, the Master Servicer or the applicable Special Servicer, as applicable, shall notify the Other Depositor with respect
to such Other Securitization that includes the related 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 such financial information. The Master
Servicer or the applicable Special Servicer, as applicable, shall use efforts consistent with the Servicing Standard (taking into
account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic
financial statements of the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer or the applicable Special Servicer, as applicable, shall (and shall cause any related Sub-Servicing Agreement
entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant
obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts
to contact the related Mortgagor related to any such “significant obligor” (identified to it as such by the Other
Depositor in accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed
by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to
the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should
be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing
Agreement.


 


Section
11.16 Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant
Obligor”) related to the Trust.


 


Notwithstanding
anything contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension Notification
pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting requirements of the
Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.


 


Section
11.17 Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicers
shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof, nor shall any
such party be deemed to not be in compliance under this Agreement, during any grace period provided for in such clause
(iii); provided, that if any such party fails to comply with the requirements of this Article XI by the 


 



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expiration of any applicable grace period such failure shall constitute
a Servicer Termination Event with respect to such party.


 


Article
XII



the asset representations reviewer


 


Section
12.01 Asset Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent
Mortgage Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for
such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an Asset
Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to all
Certificateholders and the RR Interest Owners, the Controlling Class Representative and each other party to this Agreement.
Any notice required to be delivered to the Certificateholders and the RR Interest Owners pursuant to this Article XII
shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website,
by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of
Definitive Certificates, by delivering such notice via the Depository in the case of Book-Entry Certificates and by mailing
such notice to the applicable RR Interest Owner’s address. The Certificate Administrator shall include in the Form 10-D
relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events
that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans
identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement
has occurred”. On each Distribution Date occurring after providing such notice to Certificateholders and the
RR Interest Owners, the Certificate Administrator, based on information provided to it by the Master Servicer, shall
determine whether (1) any additional Mortgage Loan has become a Delinquent Mortgage Loan, (2) any Mortgage Loan has ceased to
be a Delinquent Mortgage Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of
any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver written notice of
such information (which may be via e-mail) substantially in the form attached hereto as Exhibit RR within two (2)
Business Days of such determination to the Master Servicer, the Special Servicers, the Operating Advisor and the Asset
Representations Reviewer.


 


If
holders of Voting Rights evidencing not less than 5.0% of the Pooled Voting Rights deliver to the Certificate Administrator, within
ninety (90) days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt
of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations
Reviewer and all Certificateholders and the RR Interest Owners and conduct a solicitation of votes in accordance with Section
5.09 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review evidencing at least a majority of
the votes casts but in any event at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review
Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written
notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Seller, the


 



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Controlling Class Representative,
the Risk Retention Consultation Parties, the RR Interest Owners and the Certificateholders (the “Asset Review Notice”).
Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing
the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit QQ (which shall
be sent via e-mail to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case, within two (2) Business
Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative
Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Mortgage Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Mortgage Loan after the expiration
of such 150-day period, (B) an Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect,
(C) the Certificate Administrator has timely received an Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after
the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote
Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as
described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator
in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate
Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)       (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5) for Non-Specially
Serviced Mortgage Loans), the Master Servicer (with respect to the following clause (6) for Non-Specially Serviced Mortgage
Loans) and the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans), in each case to the extent in
such party’s possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to the following
clause (6)) after receipt of such notice from the Certificate Administrator, provide, or make available, the following
materials for each Delinquent Mortgage Loan (in electronic format) to the Asset Representations Reviewer (collectively, with the
Diligence Files, any notice of a breach of a representation or warranty relating to any Delinquent Mortgage Loan received by the
Asset Representations Reviewer from any other party to this Agreement, a copy of the Prospectus, a copy of the Mortgage Loan Purchase
Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Mortgage
Loan that is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Mortgage Loan that is subject to an Asset Review;


 






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(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Mortgage Loan that is subject to an Asset Review; and


 


(6)       any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are
necessary in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are that are reasonably
requested by the Asset Representations Reviewer in the time frame and as otherwise described below.


 


(ii)      In
addition, in the event that, as part of an Asset Review of any Delinquent Mortgage Loan, the Asset Representations Reviewer determines
that the Review Materials provided to it with respect to such Delinquent Mortgage Loan are missing any documents that are required
to be part of the Review Materials for such Mortgage Loan or which were entered into or delivered in connection with the origination
of such Mortgage Loan that, in either case, are necessary in connection with its completion of any Test in connection with such
Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days after receipt
of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable
Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, of such missing documents, and the Master
Servicer or the applicable Special Servicer shall promptly, but in no event later than ten (10) Business Days after receipt of
such notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents
to the extent they are in its possession; provided that any such notification and/or request shall be in writing, specifically
identifying the documents being requested and sent to the notice address for the related party set forth in Section 13.05 of this
Agreement. In the event any missing documents are not provided by the Master Servicer or the applicable Special Servicer, as applicable,
within such 10-Business Day period, the Asset Representations Reviewer shall request such documents from the Mortgage Loan Seller;
provided that the Mortgage Loan Seller shall be required under the Mortgage Loan Purchase Agreement to, deliver such additional
documents only to the extent such documents are in the possession of the Mortgage Loan Seller.


 


With
respect to any Delinquent Mortgage Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset
Representations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset
Representations Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage
Loan is being


 



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serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage
Loan is being serviced by a Non-Serviced Special Servicer).


 


(iii)     The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited
Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)     Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure
Data Room with respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Mortgage Loan with the representations and warranties related to that Delinquent
Mortgage Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset
Review with respect to each representation and warranty made by the Mortgage Loan Seller with respect to such Delinquent Mortgage
Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit PP (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or
associated Review Materials described in Exhibit PP if, and only to the extent, the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order
to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed,
no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage
Loan may continue to be a Delinquent Mortgage Loan or again become a Delinquent Mortgage Loan at a time when a new Asset Review
Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)      The
Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable,
Unsolicited Information.


 


(vi)     The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)    In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and
such missing documentation is not delivered to the Asset Representations Reviewer by the Mortgage Loan Seller, the Master Servicer
(with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced
Mortgage Loans) to the


 



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extent in the Master Servicer’s or the applicable Special Servicer’s possession within 10 Business
Days upon request described above, the Asset Representations Reviewer shall list such missing documents in a preliminary report
setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary
to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed
to be a failure of such Test (“Preliminary Asset Review Report”). The Asset Representations Reviewer shall
provide such Preliminary Asset Review Report to the Master Servicer or the applicable Special Servicer, as applicable, and the
Mortgage Loan Seller no later than 60 days after the date on which access to the Diligence Files in the Secure Data Room is made
available to the Asset Representations Reviewer by the Certificate Administrator. The applicable Special Servicer, if applicable,
may review such Preliminary Asset Review Report and determine whether any information contained in such Preliminary Asset Review
Report shall be labeled as “Privileged Information” and thus be excluded from the Asset Review Report and Asset Review
Report Summary. If the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is deemed
to fail any Test, the Mortgage Loan Seller shall have ninety (90) days from receipt of the Preliminary Asset Review Report (the
“Cure/Contest Period”) to remedy or otherwise refute the failure. Any information and documents provided or
explanations given to support the Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test
or that any missing documents in the Review Materials are not required to complete a Test shall be promptly delivered by the Mortgage
Loan Seller to the Asset Representations Reviewer. For the avoidance of doubt, the Asset Representations Reviewer will not be
required to prepare a Preliminary Asset Review Report in the event the Asset Representations Reviewer determines that there is
no Test failure with respect to the related Delinquent Mortgage Loan.


 


(viii)   The
Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the Diligence
Files posted to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or (y)
ten (10) days after the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Mortgage
Loan and deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether
or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset
Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an
“Asset Review Report”) to each party to this agreement and the Mortgage Loan Seller and (ii) a summary of the
Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”)
to the Trustee and the Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the Mortgage
Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time
is required due to the characteristics of the Delinquent Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties.
In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether
the Trust should enforce any rights it may have against the Mortgage Loan Seller, which, in each


 



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case, shall be a responsibility
of the Master Servicer or applicable Special Servicer, as applicable, pursuant to Section 2.03 of this Agreement.


 


(ix)      In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer, the applicable Special Servicer or the Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer
to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent
Mortgage Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation
from any party to this Agreement.


 


(x)       Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with respect
to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans)
shall determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage
Loan. If the Master Servicer or the applicable Special Servicer determines that a Material Defect exists, the Master Servicer
or the applicable Special Servicer, as applicable, shall enforce the obligations of the Mortgage Loan Seller with respect to such
Material Defect in accordance with Section 2.03.


 


(xi)      For
the avoidance of doubt, the Asset Representations Reviewer shall not perform an Asset Review with respect to any Trust Subordinate
Companion Loan at any time.


 


(c)       The
Asset Representations Reviewer shall keep any information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders or the RR Interest
Owners), other than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other
parties to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged
Information Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person
without the prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.
The Asset Representations Reviewer shall keep all documents received by the Asset Representations Reviewer in connection with
an Asset Review that are provided by the Mortgage Loan Seller, the Master Servicer and the Special Servicers confidential and
shall not disclose such documents except (i) for purposes of complying with its duties and obligations under this Agreement, (ii)
if such documents become generally available and known to the public other than as a result of a disclosure directly or indirectly
by the Asset Representations Reviewer, (iii) if it is reasonable and necessary for the Asset Representations Reviewer to disclose
such documents or information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iv)
if such documents or information was already known to the Asset Representations Reviewer and not otherwise subject to a confidentiality
obligation and/or (v) if the Asset


 



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Representations Reviewer is required by law, rule, regulation, order, judgment or decree to
disclose such document.


 


(d)       The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with the Mortgage Loan Seller, the Master Servicer, any Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates or (2)
have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, a Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)       The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by the Asset Representations Reviewer under this Agreement from and after the date of such agreement and
(C) is not be a prohibited party under this Agreement; (ii) the Asset Representations Reviewer will not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of
the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
may not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable
costs and expenses of each other party hereto and the Rating Agencies in connection with such transfer. Upon acceptance of such
assignment and delegation, the purchaser or transferee will be required to provide notice to each party to this Agreement and
then will be the successor Asset Representations Reviewer hereunder.


 






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(f)       If
any Serviced Companion Loan becomes the subject of a review of representations and warranties “asset review” (as such
term or an analogous term is defined in the related Other Pooling and Servicing Agreement) conducted by an “asset representations
reviewer” (within the meaning of Item 1101(m) of Regulation AB, and such party, the “Other Asset Representations
Reviewer”) pursuant to each Other Pooling and Servicing Agreement, the Master Servicer, the applicable Special Servicer,
the Trustee and the Custodian shall reasonably cooperate with each Other Asset Representations Reviewer in connection with such
asset review by providing such Other Asset Representations Reviewer with any documents reasonably requested by the related Other
Asset Representations Reviewer, but only to the extent such documents are in the possession of the Master Servicer, the applicable
Special Servicer, the Trustee or the Custodian, as the case may be.


 


Section
12.02 Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a) As compensation
for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be
equal to the product of a rate equal to 0.00062% per annum (the “Asset Representations Reviewer Fee
Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced
Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such
Mortgage Loans.


 


(b)       Upon
the completion of any Asset Review with respect to a Delinquent Mortgage Loan (in such case, a “Subject Loan”)
and within 60 days of receipt by the Mortgage Loan Seller of a written request from the Asset Representations Reviewer, the Asset
Representations Reviewer shall be paid a fee equal to the sum of (i) $15,000 multiplied by the number of Subject Loans, plus (ii)
$1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000
per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating
to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case
of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index for All Urban Consumers”
as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index for All Urban Consumers is no
longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review (the “Asset
Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably anticipated expenses
of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Mortgage
Loan shall be paid by the Mortgage Loan Seller; provided, however, that if the Mortgage Loan Seller is insolvent,
such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Master Servicer or the applicable Special Servicer, as applicable, of such insolvency; provided, further,
that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall remain an obligation
of the Mortgage Loan Seller and the Master Servicer or the applicable Special Servicer as applicable, shall be required to pursue
remedies against the Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts
from the Mortgage Loan Seller or its insolvency estate.


 






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(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included
in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage
Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase Price received
shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b).


 


(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03 Resignation of the Asset Representations Reviewer. The Asset
Representations Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof to the
other parties to this Agreement and each Rating Agency. In addition, the Asset Representations Reviewer shall at all times be
an Eligible Asset Representations Reviewer, and shall resign if it fails to be an Eligible Asset Representations Reviewer by
giving written notice to the other parties to this Agreement. Upon such notice of resignation, the Depositor shall promptly
appoint a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. No resignation of the
Asset Representations Reviewer will be effective until a successor Asset Representations Reviewer that is an Eligible Asset
Representations Reviewer has been appointed and accepted the appointment. If no successor Asset Representations Reviewer
shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the
resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor
Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will
bear all costs and expenses of each other party hereto and each Rating Agency in connection with its resignation and the
transfer of its duties.


 


Section
12.04 Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of
its Affiliates shall make any investment in any Class of Certificates or the RR Interests; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the
Asset Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset
Representations Reviewer and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the
activities of the Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s
investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust
and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding
its investment activities.


 


Section
12.05 Termination of the Asset Representations Reviewer. (a) An “Asset Representations Reviewer
Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body:


 






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(i)       any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for
a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the holders of Voting Rights having at least 25% of the Voting Rights;


 


(ii)      any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect,
which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)     any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Asset Representations Reviewer by any party to this Agreement;


 


(iv)     a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)      the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)     the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders and the RR Interest Owners
in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders of Voting Rights
evidencing not less than 25% of the Pooled


 



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Voting Rights (without regard to the application of any Appraisal Reduction Amounts),
the Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other
than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to
it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by
notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and the Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of holders of Voting Rights evidencing not less than 25% of the Pooled Voting Rights (without regard
to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer
with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by
such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders and
the RR Interest Owners in accordance with the notice distribution procedures described in Section 12.01(a). Upon the written
direction of holders of Voting Rights evidencing at least 75% of a Pooled Quorum (without regard to the application of any Appraisal
Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under
this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification
rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and
appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the holders of Voting Rights,
on the other, the holders of Voting Rights shall be entitled in their sole discretion to vote for the termination or not vote
for the termination of the Asset Representations Reviewer. In the event that holders of Voting Rights evidencing at least 75%
of a Pooled Quorum (without regard to the application of any Appraisal Reduction Amounts) elect to remove the Asset Representations
Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses
necessary to effect the transfer of responsibilities from its predecessor.


 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset


 



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Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator,
the Controlling Class Representative, the Directing Holder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign
under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject
to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor
asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor
shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor
asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor
asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct
in the performance of its obligations hereunder.


 


(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders and the RR Interest Owners),
the Operating Advisor, the Mortgage Loan Seller, the Depositor and, prior to the occurrence and continuance of a Consultation
Termination Event, the Directing Holder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated,
all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior
to the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination).


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01 Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders, the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)      to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the RR Interests, the
Trust or this Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


 






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(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders or the RR Interest Owners (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)     to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder, the RR
Interest Owners or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)    to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency


 



     -486-


    


    

 


Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder or the RR Interest Owners not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;


 


(viii)   to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25);


 


(ix)      to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       to
modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)      to
modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with the requirements
of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in
any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Third Party Purchaser.


 






     -487-


    


    

 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of the Mortgage Loan Seller, (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially and adversely
affect a RR Interest Owner without the applicable RR Interest Owner’s consent.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the applicable RR Interest Owner (if
affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in the case of
a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the
Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable RR Interest Owner; provided,
however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of the Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Co-Lender
Agreement, the 


 



     -488-


    


    

 


consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment hereto without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this
Agreement may be made that changes in any material adverse respect the rights of the Loan-Specific Certificates without the consent
of such Class and no amendment to this Agreement may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).


 


(d)       Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable,
and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicers, the Underwriters and the Rating
Agencies.


 


(e)       It
shall not be necessary for the consent of Certificateholders or the RR Interest Owners under this Section 13.01 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders or the
RR Interest Owners shall be subject to such reasonable regulations as the Certificate Administrator may prescribe.


 


(f)       The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) shall be borne by the Person
seeking the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests any amendment
of this Agreement in furtherance of the rights and interests of Certificateholders and the RR Interest Owners, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be payable out of
the Collection Account.


 






     -489-


    


    

 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)       To
the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, the applicable Special Servicer, the
Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)       Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
any Certificates or any RR Interests registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


(k)       This
Agreement may not be amended without the consent of any holder of a Serviced Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder. With respect to any Serviced Whole Loan, in connection with
any amendment of this Agreement, the party requesting such amendment shall provide written notice (which may be by e-mail) of
such proposed amendment to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization
no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness
of such amendment to this Agreement, the Certificate Administrator shall provide a copy of such amendment in an EDGAR-compatible
format to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization.


 


Section
13.02 Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the
Depositor on direction by the applicable Special Servicer and with the consent of the Depositor (which may not be
unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the
Depositor) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders
and the RR Interest Owners.


 






     -490-


    


    

 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03 Limitation on Rights of Certificateholders and RR Interest Owners. (a) The death or incapacity of any
Certificateholder or RR Interest Owner shall not operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder’s or such RR Interest Owner’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


(b)       No
Certificateholder or RR Interest Owner shall have any right to vote (except as expressly provided for herein) or in any manner
otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders or the RR Interest
Owners from time to time as partners or members of an association; nor shall any Certificateholder or RR Interest Owner be under
any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


 


(c)       No
Certificateholder or RR Interest Owner shall have any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this Agreement, any Co-Lender Agreement, any Mortgage
Loan or Trust Subordinate Companion Loan, the RR Interests or with respect to the Certificates, unless, with respect to any suit,
action or proceeding upon or under or with respect to this Agreement, such Holder or RR Interest Owner previously shall have given
to the Trustee and the Certificate Administrator a written notice of default, and of the continuance thereof, as herein before
provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless also (except in the case
of a default by the Trustee) the applicable RR Interest Owner and Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates or the RR Interest Owners unless such Holders or the RR Interest


 



     -491-


    


    

 


Owners, as applicable,
have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred
therein or hereby. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder
and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision
of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates,
or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise
provided for herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein
provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions
of this Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 


Section
13.04 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE
INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES
THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05 Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by
facsimile transmission (other than with respect to the Mortgage Loan Seller) or mailed by registered mail, postage


 



     -492-


    


    

 


prepaid
(except for notices to the Mortgage Loan Seller, the Master Servicer the Certificate Administrator and the Trustee which
shall be deemed to have been duly given only when received), to:


 


In
the case of the Depositor:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with
a copy to:



Joe Osborne

200 West Street

New York, New York 10282

E-mail: joe.osborne@gs.com




 


In
the case of the Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: GS 2018-GS10 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com


 


with
a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: GS 2018-GS10


 


with
a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 






     -493-


    


    

 


In
the case of the General Special Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Fax number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with
copies to:



Jeff Krasnoff

Fax number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;







Niral Shah

Facsimile number: (305) 229-6425

E-mail: niral.shah@rialtocapital.com;







Adam Singer

Fax number (305) 229-6425

E-mail: adam.singer@rialtocapital.com


 


In
the case of the 1000 Wilshire Special Servicer:


 


Trimont
Real Estate Advisors, LLC

One Alliance Center

3500 Lennox Road, Suite G1

Atlanta, GA 30326 


Attention:
Special Servicing 


Email:
CMBS_Servicing@Trimontrea.com


 


with
copies to:



Thompson & Knight LLP 


900
Third Avenue, 20th Floor 


New
York, NY 10022-4728 


Attention:
William O’Connor


 


In
the case of the Controlling Class Representative:



RREF III-D AIV RR, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 






     -494-


    


    

 


with
a copy to:



RREF III-D AIV RR, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


In
the case of the 1000 Wilshire Controlling Class Representative:


 


DoubleLine
Capital LP 


505
N. Brand Boulevard, Suite 860 


Glendale,
California 91203 


Attention:
Private Funds 


Email:
PrivateFunds@doubleline.com


 


With
a copy to:


 


DoubleLine
Capital LP 


505
N. Brand Boulevard, Suite 860 


Glendale,
California 91203 


Attention:
Legal Department


 


In
the case of the Aliso Creek Apartments Whole Loan Directing Holder:


 


c/o
Shinhan Alternative Investment Management Co., Ltd. 


17FL,
70 Yeouidae-Ro, Yeongdeungpo-Gu, Seoul, Korea, 07325 


Attention:
Jimmy Cheong 


Phone:
+82 2 3775 3947 


Email:
shcheong@shinhan.com


 


With
a copy to:


 


K&L
Gates LLP 


599
Lexington Avenue 


New
York, NY 100022-6030 


Attention:
Henry Shin, Esq. 


Phone:
(212) 536-4866 


Email:
henry.shin@klgates.com


 


In
the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware, 19890

Attention: CMBS Trustee – GS 2018-GS10


 






     -495-


    


    

 


with
a copy to:



Facsimile number: (302) 636-4140

Email: cmbstrustee@wilmingtontrust.com,


 


and
with respect to any notice or delivery of information under Article XI of this Agreement, by fax to (302) 636-4140 and by email
to cmbstrustee@wilmingtontrust.com


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2018-GS10

Fax number: (410) 715-2380


 


with
a copy to:



E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com,
except as otherwise set forth herein


 


or
in the case of surrender, transfer or exchange for Certificates other than the HRR Certificates during the HRR Transfer Restriction
Period, to:



Wells Fargo Bank, National Association

Certificate Registrar

600 South 4th Street, 7th Floor, MAC N300-070

Minneapolis, Minnesota 55479

Attn: Certificate Transfer Group – GSMS 2018-GS10


 


or
in the case of a transfer of the HRR Certificates during the HRR Transfer Restriction Period to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS)

GS Mortgage Securities Trust 2018-GS10


 


with
a copy to:



riskretentioncustody@wellsfargo.com


 






     -496-


    


    

 


or
in the case of the Custodian, to:



Wells Fargo Bank, National Association

1055 10th Avenue, Southeast

Minneapolis, Minnesota 55414

Attention: Document Custody Group – GSMS 2018-GS10


 


with
a copy to:



cmbscustody@wellsfargo.com


 


In
the case of the Mortgage Loan Seller:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with
a copy to:



Joe Osborne

200 West Street

New York, New York 10282

E-mail: joe.osborne@gs.com


 


In
the case of each Risk Retention Consultation Party:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with
a copy to:



Joe Osborne

200 West Street

New York, New York 10282

E-mail: joe.osborne@gs.com


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC 


600
Third Avenue, 40th Floor 


New
York, New York 10016


 






     -497-


    


    

 


Attention:
GS 2018-GS10-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of any mezzanine lender:



The address set forth in the related Co-Lender Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)       Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the applicable Special Servicer, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies
to the extent such party has or can obtain such information without unreasonable effort or expense; provided, however,
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency
has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies
required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:


 


DBRS,
Inc. 


333
West Wacker Drive, Suite 1800 


Chicago,
Illinois 60606 


Attention:
Commercial Mortgage Surveillance 


Facsimile
No.: (312) 332-3492 


Email:
cmbs.surveillance@dbrs.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Fax number: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P
Global Ratings 


55
Water Street, 41st Floor


 






     -498-


    


    

 


New
York, New York 10041 


Attention:
Commercial Mortgage Surveillance Manager 


Email:
cmbs_info_17g5@standardandpoors.com


 


Section
13.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof or the RR Interest Owners.


 


Section
13.07 Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right,
title and interest in and to the Mortgage Loans and the Trust Subordinate Companion Loan pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a
loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall
be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s
entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage
Loans and the Trust Subordinate Companion Loan, all principal and interest received or receivable with respect to the
Mortgage Loans and the Trust Subordinate Companion Loan (other than principal and interest payments due and payable prior to
the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the
Collection Account, the Distribution Accounts, the Pooled Gain-on-Sale Reserve Account, the Pooled RR Interest Gain-on-Sale
Reserve Account, the 1000 Wilshire Gain-on-Sale Reserve Account, the 1000 Wilshire RR Interest Gain-on-Sale Reserve Account,
the Interest Reserve Account and, if established, the applicable REO Account, and all reinvestment earnings on such amounts,
and all of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance
Policies related to such Mortgage Loans and the Trust Subordinate Companion Loan and (ii) this Agreement shall constitute a
security agreement under applicable law. This Section 13.07 shall constitute notice to the Trustee pursuant to any of
the requirements of the applicable UCC.


 


Section
13.08 Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall
inure to the benefit of the Certificateholders and the RR Interest Owners. The Mortgage Loan Seller (and its agents), each
Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan
Securitization and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the
respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.


 


(b)       Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder
and each Other Master Servicer shall be entitled to enforce the rights of the Serviced Companion Noteholder under this Agreement
and the related Co-Lender Agreement. Each of the Other Servicers, the Other


 



     -499-


    


    

 


Certificate Administrators and the Other Trustees
shall be a third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation, reimbursement
or indemnification of such Other Servicer, Other Certificate Administrator and Other Trustee, and any provisions regarding reimbursement
or advances or interest thereon to such Other Servicer, Other Certificate Administrator or Other Trustee.


 


(c)       Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust
holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as
specifically provided for herein and under the applicable Non-Serviced Co-Lender Agreement.


 


(d)       Subject
to Section 2.03(i)(ii), and Section 2.03(j)(v), any Requesting Holder shall be an express third-party beneficiary
to this Agreement for purposes of exercising rights under Section 2.03(i) through Section 2.03(m).


 


Section
13.09 Article and Section Headings. The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.


 


Section
13.10 Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to
provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section
3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent
applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)       any
material change or amendment to this Agreement;


 


(ii)      the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)     the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or any Special
Servicer; and


 


(iv)     the
repurchase or substitution of Mortgage Loans by the Mortgage Loan Seller pursuant to Section 6 of the Mortgage Loan Purchase Agreement.


 


(b)      The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)       the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)      any
change in the location of the Collection Account;


 


(iii)     any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 






     -500-


    


    

 


(iv)     any
change in the lien priority of any Mortgage Loan or Trust Subordinate Companion Loan with respect to an assumption of the Mortgage
Loan or Trust Subordinate Companion Loan or additional encumbrance described in Section 3.08;


 


(v)      any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan or Trust Subordinate Companion Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an
amount greater than 5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)     any
material damage to any Mortgaged Property;


 


(vii)    any
assumption with respect to a Mortgage Loan or Trust Subordinate Companion Loan;


 


(viii)   any
release or substitution of any Mortgaged Property;


 


(ix)     any
additional debt is incurred; and


 


(x)      any
modifications to any intercreditor agreement.


 


(c)      The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)      The
Trustee, the Certificate Administrator, the Master Servicer and any Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan and the Trust Subordinate Companion Loan (other than any Non-Serviced
Mortgage Loan) such information as any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator,
the Master Servicer or Special Servicers, can reasonably provide in accordance with applicable law and without waiving any attorney-client
privilege relating to such information or violating the terms of this Agreement or any Mortgage Loan or Trust Subordinate Companion
Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers, as applicable, may
include any reasonable disclaimer it deems appropriate with respect to such information. Notwithstanding anything to the contrary
herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies to the Rating Agencies
with respect to any of the above listed items. In connection with the delivery by the Master Servicer or the Special Servicers
to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information Provider’s
Website, the 17g-5 Information Provider shall notify the Master Servicer or the applicable Special Servicer when such information,
report, notice or document has been posted. The Master Servicer or the applicable Special Servicer, as applicable, may, but shall
not be obligated to send such information, report, notice or document to the applicable Rating Agency following


 



     -501-


    


    

 


the earlier of
(a) receipt of such notice from the 17g-5 Information Provider and (b) two Business Days following delivery to the 17g-5 Information
Provider.


 


Section
13.11 Cooperation with the Mortgage Loan Seller with Respect to Rights Under the Loan Agreements. It is expressly
agreed and understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the
Mortgage Loan Seller get the benefit of any securitization indemnification provisions in the Mortgage Loan documents.
Therefore, the Depositor, Master Servicer, the Special Servicer and Trustee hereby agree to reasonably cooperate with the
Mortgage Loan Seller at the sole reasonable expense of such Mortgage Loan Seller with respect to the benefits of the
provisions of any section of a loan agreement or securitization cooperation agreement related to indemnification of the
lender and/or its Affiliates with respect to any securitization of the related Mortgage Loan, including, without limitation,
reassignment to the Mortgage Loan Seller of such sections, but no other portion of the Mortgage Loan documents, to permit the
Mortgage Loan Seller and its respective Affiliates to enforce such provisions for their respective benefits; provided,
that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required to take any action that is
inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement or the
Mortgage Loan documents, would adversely affect any Certificateholder, would cause any Trust REMIC to fail to qualify as a
REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or would result in the
imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions.
To the extent that the Trustee is required to execute any document facilitating an assignment under this Section
13.11, such document shall be in form and substance reasonably acceptable to the Trustee.


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 




     -502-


    


    







 


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,

    Depositor
	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison

    Title:   Chief Executive Officer



 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,

    Master Servicer
	 	 
	 	By:	/s/
    Nachette Hadden
	 	 	Name:
    Nachette Hadden
 Title:   Director


 


	 	RIALTO
    CAPITAL ADVISORS, LLC,

    General Special Servicer
	 	 
	 	By:	/s/
    Liat Heller
	 	 	Name:
    Liat Heller
 Title:   General Counsel



















	 	TRIMONT
    REAL ESTATE ADVISORS, LLC,

    1000 Wilshire Special Servicer
	 	 
	 	By:	/s/
    Steven M. Lauer
	 	 	Name:
    Steven M. Lauer
 Title:   Authorized Signatory








 


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 






     


    


    

 






	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,

    not in its individual capacity, but solely as Certificate Administrator
	 	 
	 	By:	/s/
    Amy Mofsenson
	 	 	Name:
    Amy Mofsenson
 Title:   Vice President


 





	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION,

    not in its individual capacity, but solely as Trustee
	 	 
	 	By:	/s/
    Dorri Costello
	 	 	Name:
    Dorri Costello
 Title:   Vice President





 


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 






     


    


    

 






	 	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC,
 as Operating Advisor
	 	 	 	 
	 	By:	Park Bridge Advisors LLC

    Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC

    Its Sole Member
	 	 	 	 	 
	 	 	 	By:	/s/ Robert J. Spinna,
    Jr.
	 	 	 	 	Name:
    Robert J. Spinna, Jr.
 Title:   Managing Member





 





	 	PARK
    BRIDGE LENDER SERVICES LLC,
 as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC

    Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC

    Its Sole Member
	 	 	 	 	 
	 	 	 	By:	/s/ Robert J. Spinna,
    Jr.
	 	 	 	 	Name:
    Robert J. Spinna, Jr.

    Title:   Managing Member




 


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 







     


    


    


 





	STATE OF NEW YORK	)	 
	 	) ss.:	 
	COUNTY OF NEW YORK	)	 



  


On
the __ day of July, 2018, before me, a notary public in and for said State, personally appeared Leah Nivison known to me
to be a CEO of GS Mortgage Securities Corporation II, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within
instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 /s/
    Artrisa Y Williams 
	 	 	Notary Public










 


[SEAL]


 


My
commission expires:



 






	5/24/2021	 	 
	 	 	
	 	 	 
	ARTRISA Y WILLIAMS

    NOTARY PUBLIC, STATE OF NEW YORK	 	 
	Registration
                                   No. 01WI6124039 

                                   Qualified in New York County 

                                   Commission Expire May 24, 2021


 



	 	 
	 	 	 
	 	 	 


 


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 




     


    


    

 





	STATE
OF NORTH CAROLINA	)	 
	 	): ss.	 
	COUNTY
OF MECKLENBURG	)	 


 


On
this 	19 day  	of July, 2018, personally appeared before me Nachette Hadden, 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:


 


 


My
commission expires:



	 	 	ERICA
    L SMITH	 
	 	 	My Commission Expires	 
	 	 	NOTARY	 
	 	 	PUBLIC	 
	 	 	07-20-2022	 
	 	 	MECKLENBURG COUNTY,
    NC	 






 


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2018-GS10: POOLING AND SERVICING AGREEMENT


 




     


    


    

 





	STATE OF Florida	)	 
	 	) ss.:	 
	COUNTY OF Miami-Dade	)	 





 


On
the 23rd day of July, 2018, before me, a notary public in and for said State, personally appeared Liat Heller
known to me to be a Authorized Signatory of Rialto Capital Advisors, LLC, that executed the within instrument, and also known
to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such
national banking association executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 /s/
    Galaxia Marquez
	 	 	Notary Public


 


 





	 	 	GALAXIA
    MARQUEZ	 
	 	 	MY COMMISSION # FF
    161362	 
	 	 	EXPIRES: September
    18, 2018	 
	[SEAL]	 	Bonded Thru Notary
    Public Underwriters	 


  


My
commission expires:





	 	 	 
	 	 	








GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 




     


    


    

 





	STATE OF GEORGIA	)	 
	 	) ss.:	 
	COUNTY OF FULTON	)	 





 


On
the 16th day of July, 2018, before me, a notary public in and for said State, personally appeared Steven M. Lauer,
personally known to me to be an Authorized Signatory of Trimont Real Estate Advisors, LLC, a Georgia limited liability company,
that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.


 


	 	 	 /s/
    Palamechia Bloodsaw
	 	 	Notary Public, State
    of Georgia

    My Commission expires:












 


	 	 	OFFICIAL
    SEAL
	 	 	PALAMECHIA BLOODSAW

	 	 	Notary Public, Georgia
	 	 	FULTON COUNTY
	 	 	My Commission Expires
	 	 	DECEMBER 02, 2018











 


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 




     


    


    

 





	STATE OF	)	 
	 	) ss.:	 
	COUNTY OF	)	 





 


On
the 17th day of July, 2018, before me, a notary public in and for said State, personally appeared Amy Mofsenson known
to me to be a Vice President of Wells Fargo Bank, National Association, that executed the within instrument, and also known to
me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 


	 	 	 /s/
    Janet M. Jolley
	 	 	Notary Public





 


[SEAL]


 


My
commission expires:






	 	 	JANET
    M. JOLLEY	 
	 	 	Notary Public, State
    of New York	 
	 	 	No. 01JO6121000	 
	 	 	Qualified in Kings
    County	 
	 	 	Commission Expires
    Jan. 3, 2021	 









 


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 




     


    


    

 





	STATE OF DELAWARE	)	 
	 	) ss.:	 
	COUNTY OF NEW CASTLE	)	 





 


On
the 16th day of July, 2018, before me, a notary public in and for said State, personally appeared Dorri Costello known to me to
be a Vice President of Wilmington Trust, National Association, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 /s/
    Patrick A. Kanar
	 	 	Notary Public












[SEAL]


 


My
commission expires:



 






	PATRICK
    A. KANAR 	 	 
	MY COMMISSION EXPIRES	 	 
	NOTARY	 	 
	PUBLIC 

12-20-2019	 	 
	STATE OF DELAWARE	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	
	 	 	 
	 	 	 


  


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT




     


    


    

 





	STATE OF NEW YORK	)	 
	 	) ss.:	 
	COUNTY OF NEW YORK	)	 





 


On
this 17th day of July, 2018, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me
that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn
is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 


	 	 	/s/ Niaja
    Williams Mowatt
	 	 	NOTARY PUBLIC in
    and for the
	 	 	 State of New
    York









 


[SEAL]


 


My
commission expires:





	 3/31/20	 	 
	 	 	





 






	 	NIAJA
    WILLIAMS MOWATT
	 	Notary Public - State
    of New York
	 	NO. 01W16184241
	 	Qualified in Suffolk
    County
	 	My Commission Expires
    3/31/20


 


 


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 




     


    


    

 





	STATE OF NEW YORK	)	 
	 	) ss.:	 
	COUNTY OF NEW YORK	)	 





 


On
this 17th of July, 2018, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before
me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn
is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 


	 	 	/s/ Niaja
    Williams Mowatt
	 	 	NOTARY PUBLIC in
    and for title
	 	 	 State of New
    York









 


[SEAL]


 


My
commission expires:





	 3/31/20	 	 
	 	 	





 






	 	NIAJA
    WILLIAMS MOWATT
	 	Notary Public - State
    of New York
	 	NO. 01W16184241
	 	Qualified in Suffolk
    County
	 	My Commission Expires
    3/31/20


 


 


GSMS
2018-GS10: POOLING AND SERVICING AGREEMENT


 




     


    


    

 






 





EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 


 









1
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





2
   Book-Entry Certificate legend. 


 






     A-1-1


    


    

 


REIMBURSED
FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 






     A-1-2


    


    

 


	PASS-THROUGH
                                         RATE: 3.19900%

         

        DENOMINATION:
        $[      ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF July 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: July 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-1 CERTIFICATES

        AS OF THE CLOSING DATE: $12,186,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AA7

         

        ISIN
        NO.: US36250SAA78

         

        COMMON
        CODE NO.: 186112008

         

        CERTIFICATE
NO.: [A-1-1]




 






     A-1-3


    


    

 


CLASS
A-1 CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated
as the GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-1-4


    


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






     A-1-5


    


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






     A-1-6


    


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






     A-1-7


    


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






     A-1-8


    


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-1-9


    


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-1-10


    


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-1-11


    


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.




 






     A-1-12


    


    




 


EXHIBIT
A-2


 


FORM
OF CLASS A-2 CERTIFICATE


 


CLASS
A-2


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 


 









1
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





2
   Book-Entry Certificate legend. 


 






     A-2-1


    


    

 


REIMBURSED
FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






     A-2-2


    


    

 


	PASS-THROUGH
                                         RATE: 4.00300%

         

        DENOMINATION:
        $[      ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES

        AS OF THE CLOSING DATE: $72,497,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AB5

         

        ISIN
        NO.: US36250SAB51

         

        COMMON
        CODE NO.: 186112016

         

        CERTIFICATE
        NO.: [A-2-1]

         




 






     A-2-3


    


    

 


CLASS
A-2 CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-2-4


    


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






     A-2-5


    


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by
any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






     A-2-6


    


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






     A-2-7


    


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






     A-2-8


    


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-2-9


    


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-2-10


    


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-2-11


    


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.




 






     A-2-12


    


    

 

 


EXHIBIT
A-3


 


FORM
OF CLASS A-3 CERTIFICATE


 


CLASS
A-3


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS A-3


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 


 









1
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





2
   Book-Entry Certificate legend. 


 






     A-3-1


    


    

 


REIMBURSED
FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






     A-3-2


    


    

 


	PASS-THROUGH
                                         RATE: THE LESSER OF 4.26100% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[      ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-3 CERTIFICATES

        AS OF THE CLOSING DATE: $62,946,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AC3

         

        ISIN
        NO.: US36250SAC35

         

        COMMON
        CODE NO.: 186111982

         

        CERTIFICATE
NO.: [A-3-1]




 






     A-3-3


    


    

 


CLASS
A-3 CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-3-4


    


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






     A-3-5


    


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






     A-3-6


    


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






     A-3-7


    


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






     A-3-8


    


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-3-9


    


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-3-10


    


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-3-11


    


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.




 






     A-3-12


    


    

 


EXHIBIT
A-4


 


FORM
OF CLASS A-4 CERTIFICATE


 


CLASS
A-4


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS A-4


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 


 









1
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





2
   Book-Entry Certificate legend. 


 






     A-4-1


    


    

 


REIMBURSED
FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






     A-4-2


    


    

 


	PASS-THROUGH
                                         RATE: 3.89000%

         

        DENOMINATION:
        $[      ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-4 CERTIFICATES

        AS OF THE CLOSING DATE: $175,000,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AD1

         

        ISIN
        NO.: US36250SAD18

         

        COMMON
        CODE NO.: 186112032

         

        CERTIFICATE
NO.: [A-4-1]




 






     A-4-3


    


    

 


CLASS
A-4 CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-4-4


    


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






     A-4-5


    


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer,
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






     A-4-6


    


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






     A-4-7


    


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






     A-4-8


    


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-4-9


    


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-4-10


    


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-4-11


    


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.




 






     A-4-12


    


    

 


EXHIBIT
A-5


 


FORM
OF CLASS A-5 CERTIFICATE


 


CLASS
A-5


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS A-5


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 


 









1
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





2
   Book-Entry Certificate legend. 


 






     A-5-1


    


    

 


REIMBURSED
FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






     A-5-2


    


    

 


	PASS-THROUGH
                                         RATE: THE LESSER OF 4.15500% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[      ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-5 CERTIFICATES

        AS OF THE CLOSING DATE: $199,668,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AE9

         

        ISIN
        NO.: US36250SAE90

         

        COMMON
        CODE NO.: 186112059

         

        CERTIFICATE
        NO.: [A-5-1]

         




 






     A-5-3


    


    

 


CLASS
A-5 CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-5 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-5-4


    


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-5 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






     A-5-5


    


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer,
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






     A-5-6


    


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






     A-5-7


    


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






     A-5-8


    


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-5-9


    


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-5-10


    


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-5-11


    


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.




 






     A-5-12


    


    


 


EXHIBIT
A-6


 


FORM
OF CLASS A-AB CERTIFICATE


 


CLASS
A-AB


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS A-AB


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 






    A-6-1


     


    

 


REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-6-2


     


    

 

	PASS-THROUGH
                                         RATE: THE LESSER OF 4.10600% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-AB CERTIFICATES

        AS OF THE CLOSING DATE: $25,167,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AF6

         

        ISIN
        NO.: US36250SAF65

         

        COMMON
        CODE NO.: 186112024

         

        CERTIFICATE
NO.: [A-AB-1] 




 


    A-6-3


     


    

 


CLASS
A-AB CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-AB Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-AB Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-6-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-AB Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust Subordinate
Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of
such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 



    A-6-5


     


    

 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-AB Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)     
  to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error
in any provision of the Pooling and Servicing Agreement;


 


(ii)      
 to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of
the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to
the Certificates, the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



    A-6-6


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to
comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 



    A-6-7


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)     
  reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust
Subordinate Companion Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the
consent of the Holder of the Certificate or the applicable RR Interest Owner or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)    
   reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent
to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific
Certificates, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such
Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



    A-6-8


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-6-9


     


    




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-AB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-6-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-6-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-6-12


     


    

 






EXHIBIT
A-7


 


FORM
OF CLASS X-A CERTIFICATE


 


CLASS
X-A


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS X-A


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CLASS X-A CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS
A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.


 





 






	1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.
	 	 



		2	Book-Entry
Certificate legend.



 






    A-7-1


     


    




 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    A-7-2


     


    

 

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT3

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 10, 2018

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF THE CLOSING DATE: $615,897,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AG4

         

        ISIN
        NO.: US36250SAG49

         

        COMMON
        CODE NO.: 186112075

         

        CERTIFICATE
        NO.: [X-A-1] [X-A-2]

         




 





 






		3	The initial approximately Pass-Through Rate as of the
Closing Date is 0.48351%.











 


    A-7-3


     


    

 


CLASS
X-A CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-A Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class X-A Certificates. The Certificates are designated as
the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-7-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 



    A-7-5


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



    A-7-6


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 



    A-7-7


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)     
  reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust
Subordinate Companion Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the
consent of the Holder of the Certificate or the applicable RR Interest Owner or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



    A-7-8


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-7-9


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-7-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-7-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-7-12


     


    

 



EXHIBIT
A-8


 


FORM
OF CLASS X-B CERTIFICATE


 


CLASS
X-B


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS X-B


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE
ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CLASS X-B CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B
CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET
FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.


 





 



 


	1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.
	 	 



		2	Book-Entry
Certificate legend.







    A-8-1


     


    

 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    A-8-2


     


    

	 	 	 
	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT3

         

        DENOMINATION:
        $[                 ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        august 10, 2018

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $38,127,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER, TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AH2

         

        ISIN
        NO.: US36250SAH22

         

        COMMON
        CODE NO.: 186112083

         

        CERTIFICATE
NO.: [X-B-1] 

	 	 	 



 





 



		3	The initial approximately Pass-Through Rate as of the
Closing Date is 0.03909%.


 


    A-8-3


     


    

 


CLASS
X-B CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-B Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class X-B Certificates. The Certificates are designated as
the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-8-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 



    A-8-5


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



    A-8-6


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)    
   to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as
would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 



    A-8-7


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)    
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the
Trust Subordinate Companion Loan that are required to be distributed on a Certificate of any Class or the RR Interests
without the consent of the Holder of the Certificate or the applicable RR Interest Owner or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



    A-8-8


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-8-9


     


    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-8-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-8-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-8-12


     


    

 



EXHIBIT
A-9


 


FORM
OF CLASS X-D CERTIFICATE


 


CLASS
X-D


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS X-D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



		1	Temporary
Regulation S Book-Entry Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
Certificate legend.



 






    A-9-1


     


    

 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS X-D CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTIONS OF THE CERTIFICATE BALANCES OF THE CLASS
D AND CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    A-9-2


     


    

	 	 	 
	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 10, 2018

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $40,082,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S AP4

                     36250S AQ2 

                             U03979
        AB4

         

        ISIN
NO.: US36250SAP48 

                          US36250SAQ21

                  USU03979AB43

         

        COMMON
CODE NO.: 186112431

                                          186112423

         

        CERTIFICATE
NO.: [X-D-1][X-D-S-1] 

	 	 	 


 





 



		4	The initial approximately Pass-Through Rate as of the
Closing Date is 1.56069%.



 


    A-9-3


     


    

 


CLASS
X-D CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class X-D Certificates. The Certificates are designated as
the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-9-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 



    A-9-5


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)    
   to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest
error in any provision of the Pooling and Servicing Agreement;


 


(ii)   
    to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in
furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or
supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)     
  to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the
Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders or the RR Interest Owners


 



    A-9-6


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to
comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 



    A-9-7


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)     
  reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust
Subordinate Companion Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the
consent of the Holder of the Certificate or the applicable RR Interest Owner or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)    
   reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent
to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific
Certificates, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such
Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






    A-9-8


     


    

 


Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-9-9


     


    




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-9-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-9-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-9-12


     


    

 



EXHIBIT
A-10


 


FORM
OF CLASS A-S CERTIFICATE


 


CLASS
A-S


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS A-S


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 



	1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.
	 	 



		2	Book-Entry
Certificate legend.



 






    A-10-1


     


    

 


REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB, CLASS X-A AND CLASS X-B
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-10-2


     


    

	 	 	 
	PASS-THROUGH
                                         RATE: THE LESSER OF 4.38400% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $68,433,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AJ8

         

        ISIN
        NO.: US36250SAJ87

         

        COMMON
        CODE NO.: 186112067

         

        CERTIFICATE
        NO.: [A-S-1]

         

	 	 	 




    A-10-3


     


    

 


CLASS
A-S CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-S Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-10-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






    A-10-5


     


    

 


the
Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



    A-10-6


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 



    A-10-7


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



    A-10-8


     


    


 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-10-9


     


    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-10-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-10-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-10-12


     


    

 


EXHIBIT
A-11


 


FORM
OF CLASS B CERTIFICATE


 


CLASS
B


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


 


SERIES
2018-GS10, CLASS B


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 



 


1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Book-Entry
Certificate legend.


 



     A-11-1


     


    

 


REIMBURSED
FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB, CLASS X-A, CLASS X-B AND
Class A-S cERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






     A-11-2


     


    

 





	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE MINUS 0.03909%

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS B CERTIFICATES

        AS OF THE CLOSING DATE: $38,127,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AK5

         

        ISIN
        NO.: US36250SAK50

         

        COMMON
        CODE NO.: 186112091

         

        CERTIFICATE
        NO.: [B-1] 






 






     A-11-3


     


    

 


CLASS
B CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class B Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class B Pass-


 



     A-11-4


     


    

 


Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 



     A-11-5


     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer,the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



     A-11-6


     


    

 


(other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a
Disqualified Non-U.S. Tax Person;


 


(vi)     to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)     to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced 


 



     A-11-7


     


    

 


by
an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel;
provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Third
Party Purchaser under this Agreement or the related risk retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



     A-11-8


     


    

 


Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-11-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	July
                                         30, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






     A-11-10


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 






     A-11-11


     


    

 


DISTRIBUTION
                                         INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 






     A-11-12


     


    

 


EXHIBIT
A-12


 


FORM
OF CLASS C CERTIFICATE


 


CLASS
C


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


 SERIES
2018-GS10, CLASS C


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 



1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2    Book-Entry
Certificate legend.







 



     A-12-1


     


    

 


REIMBURSED
FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB, CLASS X-A, CLASS X-B, Class
A-S and Class B cERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






     A-12-2


     


    

 





	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE3

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS C CERTIFICATES

        AS OF THE CLOSING DATE: $36,172,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AL3

         

        ISIN
        NO.: US36250SAL34

         

        COMMON
        CODE NO.: 186112105

         

        CERTIFICATE
        NO.: [C-1]






 





 



 


3
    The initial approximate Pass-Through Rate as of the Closing Date is 4.56069%.


 


 






     A-12-3


     


    

 


CLASS
C CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class C Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-12-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 



     A-12-5


     


    

 


the
Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



     A-12-6


     


    

 


(other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a
Disqualified Non-U.S. Tax Person;


 


(vi)     to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 



     A-12-7


     


    

 


by
an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel;
provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Third
Party Purchaser under this Agreement or the related risk retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



     A-12-8


     


    

 


Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-12-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






     A-12-10


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  

 


     A-12-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 






     A-12-12


     


    







 


EXHIBIT
A-13


 


FORM
OF CLASS D CERTIFICATE


 


CLASS
D


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1     Temporary
Regulation S Book-Entry Certificate legend.


 


2     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3     Book-Entry
Certificate legend.







 






     A-13-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS
A-S, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






     A-13-2


     


    

 





	PASS-THROUGH
                                         RATE: 3.00000%

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS D CERTIFICATES

        AS OF THE CLOSING DATE: $22,485,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36250S AM1 

                              36250S
        AN9 

                              U03979
        AA6

         

        ISIN
        NO.: US36250SAM17 

                          US36250SAN99 

                          USU03979AA69

         

        COMMON
        CODE NO.:    186112458 

        186112440

         

        CERTIFICATE
        NO.: [D-1] [D-S-1] 






 






     A-13-3


     


    

 


CLASS
D CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-13-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 



     A-13-5


     


    

 


the
Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



     A-13-6


     


    

 


(other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a
Disqualified Non-U.S. Tax Person;


 


(vi)     to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)     to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 



     A-13-7


     


    

 


by
an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel;
provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Third
Party Purchaser under this Agreement or the related risk retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



     A-13-8


     


    

 


Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-13-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






     A-13-10


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 






     A-13-11


     


    

  


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 






     A-13-12


     


    







 


EXHIBIT
A-14


 


FORM
OF CLASS E CERTIFICATE


 


CLASS
E


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


 


SERIES
2018-GS10, CLASS E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 






 


1    Temporary
Regulation S Book-Entry Certificate legend.


 


2    Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3    Book-Entry
Certificate legend.




 






     A-14-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 






     A-14-2


     


    

 





	PASS-THROUGH
                                         RATE: 3.00000%

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS E CERTIFICATES

        AS OF THE CLOSING DATE: $17,597,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.:   36250S AR0 

                                36250S
        AS8 

                                U03979
        AC2

         

        ISIN
        NO.: US36250SAR04 

                          US36250SAS86 

                          USU03979AC26

         

        COMMON
        CODE NO.:    186112415 

        186112407

         

        CERTIFICATE
        NO.: [E-1] [E-S-1]






 






     A-14-3


     


    

 


CLASS
E CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class E Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class E Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-14-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 



     A-14-5


     


    

 


the
Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



     A-14-6


     


    

 


(other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a
Disqualified Non-U.S. Tax Person;


 


(vi)     to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)     to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 



     A-14-7


     


    

 


by
an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel;
provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Third
Party Purchaser under this Agreement or the related risk retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



     A-14-8


     


    

 


Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-14-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






     A-14-10


     


    

 


  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 






     A-14-11


     


    

  


DISTRIBUTION
                                         INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 






     A-14-12


     


    







 


EXHIBIT
A-15


 


FORM
OF CLASS F CERTIFICATE


 


CLASS
F


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


 


SERIES
2018-GS10, CLASS F


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 






 


1     Temporary
Regulation S Book-Entry Certificate legend.


 


2     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3     Book-Entry
Certificate legend.


 






     A-15-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


 



     A-15-2


     


    

 


ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






     A-15-3


     


    

 





	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION:
        $[        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES

        AS OF THE CLOSING DATE: $17,597,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.:  36250S AT6 

                               36250S
        AU3 

                               U03979
        AD0

         

        ISIN
        NO.: US36250SAT69 

                          US36250SAU33 

                          USU03979AD09

         

        COMMON
        CODE NO.:    186112393

        186112385

         

        CERTIFICATE
        NO.: [F-1] [F-S-1]






 





 





 


4 The initial approximate Pass-Through
Rate as of the Closing Date is 4.56069%.






     A-15-4


     


    

 


CLASS
F CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class F Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class F Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-15-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 



     A-15-6


     


    

 


the
Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 



     A-15-7


     


    

 


(other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a
Disqualified Non-U.S. Tax Person;


 


(vi)     to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced



     A-15-8


     


    

 


by
an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel;
provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Third
Party Purchaser under this Agreement or the related risk retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 



     A-15-9


     


    

 


Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-15-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






     A-15-11


     


    

 


  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 






     A-15-12


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 






     A-15-13


     


    


 


EXHIBIT
A-16


 


FORM
OF CLASS G-RR CERTIFICATE


 


CLASS
G-RR


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS G-RR


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL
INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE
CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION
5.03(I) OF THE POOLING AND SERVICING AGREEMENT.


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 





 



 





1    Temporary Regulation S Book-Entry Certificate legend.


 


2    Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.


 


3    Book-Entry Certificate legend.


 











    A-16-1


     


    

 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    A-16-2


     


    

 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-16-3


     


    

 








	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        august 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS G-RR CERTIFICATES

        AS OF THE CLOSING DATE: $7,821,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S AV1

        

              36250S
AW9

              U03979 AE8

         

        ISIN
NO.: US36250SAV16

          US36250SAW98

          USU03979AE81

         

        COMMON
CODE NO.: 186244974

          186245008

         

        CERTIFICATE
        NO.: [G-RR-1] [G-RR-S-1]

         




 





 



 


4
The initial approximate Pass-Through Rate as of
the Closing Date is 4.56069%.


  



    A-16-4


     


    

 


CLASS
G-RR CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT [FOR BOOK ENTRY CERTIFICATES AND SOLELY FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: [RREF III-D AIV RR, LLC]] is the registered owner of the interest evidenced by this Certificate in the Class G-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class G-RR Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-16-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class G-RR Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






    A-16-6


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class G-RR Certificates will be issued in fully registered, certificated
form in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related
Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder or the RR Interest Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






    A-16-7


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as
evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
notice to the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






    A-16-8


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement) and, if required under the related Co-Lender Agreement, the consent of the holder of any AB
Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






    A-16-9


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-16-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-16-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-16-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-16-13


     


    

 



EXHIBIT
A-17


 


FORM
OF CLASS H-RR CERTIFICATE


 


CLASS
H-RR


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS H-RR


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL
INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE
CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION
5.03(I) OF THE POOLING AND SERVICING AGREEMENT.


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 





 



 





1    Temporary Regulation S Book-Entry Certificate legend.


 


2    Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.


 


3    Book-Entry Certificate legend.


 











    A-17-1


     


    

 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    A-17-2


     


    

 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-17-3


     


    

	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        august 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS H-RR CERTIFICATES

        AS OF THE CLOSING DATE: $26,395,782

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S AX7

              36250S
AY5

              U03979 AF5

         

        ISIN
NO.: US36250SAX71

          US36250SAY54

          USU03979AF56

         

        COMMON
        CODE NO.:  186245474

        186245709

         

        CERTIFICATE
        NO.: [H-RR-1] [H-RR-S-1]

         




 





 



 


4 The
initial approximate Pass-Through Rate as of the Closing Date is 4.56069%.


  


    A-17-4


     


    

 

CLASS
H-RR CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT [FOR BOOK ENTRY CERTIFICATES AND SOLELY FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: [RREF III-D AIV RR, LLC]] is the registered owner of the interest evidenced by this Certificate in the Class H-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class H-RR Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-17-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class H-RR Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






    A-17-6


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class H-RR Certificates will be issued in fully registered, certificated
form in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






    A-17-7


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






    A-17-8


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






    A-17-9


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-17-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS H-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-17-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-17-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-17-13


     


    

 



EXHIBIT
A-18


 


FORM
OF CLASS WLS-A CERTIFICATE


 


CLASS
WLS-A


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS WLS-A


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1    Temporary Regulation S Book-Entry Certificate legend.


 


2    Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.


 


3    Book-Entry Certificate legend.


 











    A-18-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM
PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.
ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 




    A-18-2


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS WLS-A CERTIFICATES

        AS OF THE CLOSING DATE: $5,190,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S BD0

              36250S
BE8

              U03979 AJ7

         

        ISIN
NO.: US36250SBD09

          US36250SBE81

          USU03979AJ78

         

        COMMON
CODE NO.: 186112377

          186112369

         

        CERTIFICATE
NO.: [WLS-A-1] [WLS-A-S-1] 




 





 



 


4
The initial approximate Pass-Through Rate as of
the Closing Date is 5.06727%.


  



    A-18-3


     


    

 


CLASS
WLS-A CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class WLS-A Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class WLS-A Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-18-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class WLS-A Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






    A-18-5


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class WLS-A Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






    A-18-6


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






    A-18-7


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






    A-18-8


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-18-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS WLS-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-18-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-18-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-18-12


     


    

 


EXHIBIT
A-19


 


FORM
OF CLASS WLS-B CERTIFICATE


 


CLASS
WLS-B


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS WLS-B


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1    Temporary Regulation S Book-Entry Certificate legend.


 


2    Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.


 


3    Book-Entry Certificate legend.


 











    A-19-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM
PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.
ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS WLS-A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 




    A-19-2


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS WLS-B CERTIFICATES

        AS OF THE CLOSING DATE: $10,301,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S BF5

              36250S
BG3

              U03979 AK4

         

        ISIN
NO.: US36250SBF56

          US36250SBG30

          USU03979AK42

         

        COMMON
CODE NO.: 186112342

          186112334

         

        CERTIFICATE
NO.: [WLS-B-1] [WLS-B-S-1]




 





 



 


4
The initial approximate Pass-Through Rate as of
the Closing Date is 5.06727%.


  


    A-19-3


     


    

 

CLASS
WLS-B CERTIFICATE





evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class WLS-B Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class WLS-B Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-19-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class WLS-B Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






    A-19-5


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class WLS-B Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






    A-19-6


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






    A-19-7


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






    A-19-8


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-19-9


     


    



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS WLS-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-19-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-19-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-19-12


     


    

 


EXHIBIT
A-20


 


FORM
OF CLASS WLS-C CERTIFICATE


 


CLASS
WLS-C


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS WLS-C


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1    Temporary Regulation S Book-Entry Certificate legend.


 


2    Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.


 


3    Book-Entry Certificate legend.


 











    A-20-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM
PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.
ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT


 






    A-20-2


     


    

 


SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS WLS-A AND CLASS WLS-B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-20-3


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS WLS-C CERTIFICATES

        AS OF THE CLOSING DATE: $13,996,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S BH1

              36250S
BJ7

              U03979 AL2

         

        ISIN
NO.: US36250SBH13

          US36250SBJ78

          USU03979AL25

         

        COMMON
CODE NO.: 186112326

          186112300

         

        CERTIFICATE
NO.: [WLS-C-1] [WLS-C-S-1]




 





 



 


4
The initial approximate Pass-Through Rate as of
the Closing Date is 5.06727%.


  



    A-20-4


     


    

 


CLASS
WLS-C CERTIFICATE





evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class WLS-C Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class WLS-C Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-20-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class WLS-C Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






    A-20-6


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class WLS-C Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






    A-20-7


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






    A-20-8


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






    A-20-9


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-20-10


     


    

 




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS WLS-C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-20-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-20-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-20-13


     


    


 


EXHIBIT
A-21


 


FORM
OF CLASS WLS-D CERTIFICATE


 


CLASS
WLS-D


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS WLS-D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1     Temporary Regulation S Book-Entry Certificate legend.


 


2     Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.


 


3     Book-Entry Certificate
legend. 


 











    A-21-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM
PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.
ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT


 






    A-21-2


     


    

 


SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS WLS-A, CLASS WLS-B AND CLASS WLS-C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-21-3


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS WLS-D CERTIFICATES

        AS OF THE CLOSING DATE: $13,547,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S BK4

              36250S
BL2

              U03979 AM0

         

        ISIN
NO.: US36250SBK42

          US36250SBL25

          USU03979AM08

         

        COMMON
CODE NO.: 186112296

          186112288

         

        CERTIFICATE
NO.: [WLS-D-1] [WLS-D-S-1] 




 





 



 


4     The initial approximate Pass-Through Rate as of
the Closing Date is 5.06727%.


  


    A-21-4


     


    

 

CLASS
WLS-D CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class WLS-D Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class WLS-D Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-21-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class WLS-D Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






    A-21-6


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class WLS-D Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






    A-21-7


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






    A-21-8


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






    A-21-9


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-21-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS WLS-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-21-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-21-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-21-13


     


    

 


EXHIBIT
A-22


 


FORM
OF CLASS WLS-E CERTIFICATE


 


CLASS
WLS-E


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS WLS-E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1     Temporary Regulation S Book-Entry Certificate legend.


 


2     Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.


 


3     Book-Entry Certificate legend.


 











    A-22-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM
PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.
ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT


 






    A-22-2


     


    

 


SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS WLS-A, CLASS WLS-B, CLASS WLS-C AND CLASS WLS-D CERTIFICATES AS AND TO THE EXTENT SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-22-3


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        August 10, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS WLS-E CERTIFICATES

        AS OF THE CLOSING DATE: $16,934,750

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S BM0

              36250S
BN8

              U03979 AN8

         

        ISIN
NO.: US36250SBM08

          US36250SBN80

          USU03979AN80

         

        COMMON
CODE NO.: 186112270

           186112261

         

        CERTIFICATE
NO.: [WLS-E-1] [WLS-E-S-1] 




 





 



 


4     The initial approximate Pass-Through Rate as of
the Closing Date is 5.06727%.


  


    A-22-4


     


    

 

CLASS
WLS-E CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class WLS-E Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class WLS-E Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-22-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class WLS-E Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Certificate Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on
the Mortgage Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to


 






    A-22-6


     


    

 


the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class WLS-E Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners


 






    A-22-7


     


    

 


(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced


 






    A-22-8


     


    

 


by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset


 






    A-22-9


     


    

 


Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-22-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS WLS-E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-22-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-22-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-22-13


     


    

 


EXHIBIT
A-23


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS R


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY
STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH


 






    A-23-1


     


    

 


RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN 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. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND
5.03 OF THE PSA, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT
THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE,
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR
ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS
NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO
RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS”, AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E 1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    A-23-2


     


    

	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 10, 2018

         

        CLASS
        R PERCENTAGE INTEREST: [100%]

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S AZ2

               36250S
BA6

               U03979 AG3

         

        ISIN
NO.: US36250SAZ20

           US36250SBA69

           USU03979AG30

         

        CERTIFICATE
NO.: R-1 

	 	 	 
	 	 	 	 



 


    A-23-3


     


    

 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT [●] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which
term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special
Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates
shall be the “tax matters person” pursuant to Treasury Regulations Section 1.860F-4(d) and “partnership representative”
within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs) for each Trust
REMIC, and the Certificate Administrator is hereby irrevocably appointed and shall perform all the duties of the “tax matters
person” and the “partnership representative” of each Trust REMIC.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is


 






    A-23-4


     


    

 


registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each
Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person
holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S.
Tax Person or any agent of either (including a broker, nominee or other middleman) (an “Agent”), or a Plan
or a Person acting on behalf of or using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”)
and shall promptly notify the Certificate Registrar of any change or impending change to such status; (B) in connection with any
proposed Transfer of any


 






    A-23-5


     


    

 


Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it,
and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from
the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other
things, that such Transferee is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or
an ERISA Prohibited Holder and that it agrees to be bound by and to abide by the provisions of Section 5.03(n) of the Pooling
and Servicing Agreement; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B)
above, if the Certificate Registrar has actual knowledge or reason to believe that the proposed Transferee is a Disqualified Organization,
a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (1) not to transfer its Ownership Interest in such Class R Certificate to any Person
that does not provide a Transferee Affidavit and (2) not to transfer its Ownership Interest in such Class R Certificate unless
it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason
to know that the proposed Transferee’s statements in such Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is


 






    A-23-6


     


    

 


outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment


 






    A-23-7


     


    

 


to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and


 






    A-23-8


     


    

 


Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-23-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-23-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-23-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-23-12


     


    

 


EXHIBIT
A-24


 


FORM
OF CLASS S CERTIFICATE


 


CLASS
S


 


GS
MORTGAGE SECURITIES TRUST 2018-GS10


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-GS10, CLASS S


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY
STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE 1000 WILSHIRE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR,
THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH


 






    A-24-1


     


    

 


RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 




    A-24-2


     


    

	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 30, 2018

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 10, 2018

         

        CLASS
        S PERCENTAGE INTEREST: [100%]

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        1000
        WILSHIRE SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36250S BB4

               36250S
BC2

               U03979 AH1

         

        ISIN
NO.: US36250SBB43

           US36250SBC26

           USU03979AH13

         

        CERTIFICATE
NO.: S-1 

	 	 	 	 



 


    A-24-3


     


    

 


CLASS
S CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and one subordinate interest in a trust subordinate companion loan (the “Trust Subordinate Companion
Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due
after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance
policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate
Companion Loan and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS
CERTIFIES THAT [●] is the registered owner of the interest evidenced by this Certificate in the Class S Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which
term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special
Servicer, the 1000 Wilshire Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class S Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class S Certificate represents a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing


 






    A-24-4


     


    

 


Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class S Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Certificate


 






    A-24-5


     


    

 


Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders,
the RR Interest Owners or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interests, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest
Owners, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder, the RR Interest Owners or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the RR Interest Owners or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be


 






    A-24-6


     


    

 


considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or the
RR Interest Owners not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially or adversely affect an RR Interest Owner without the applicable RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the applicable
RR Interest Owner (if affected by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing,
in the case of a Class of Certificateholders in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class or the applicable
RR Interest Owner; provided, however, that no such amendment shall:


 






    A-24-7


     


    

 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any Class or the RR Interests without the consent of the Holder of
the Certificate or the applicable RR Interest Owner or which are required to be distributed to a Companion Holder without the
consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and,
if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced
AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the General Special Servicer nor the 1000 Wilshire Special Servicer will be required to consent
to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class
R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to
the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the
Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E and Class F Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have
been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class S and Class R Certificates) and the RR Interests), the Sole Owner shall have the
right to exchange all of its Certificates (other than the Class S and Class R Certificates) and the RR Interests for all of the
Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime
rate, (y) the


 






    A-24-8


     


    

 


aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-24-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	July
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-24-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-24-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    A-24-12


     


    






EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 



    B-1


     


    






GS10


Exhibit
B - Mortgage Loan Schedule 


 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Borrower
    Name	Address	City	State	County	Zip
    Code	Mortgage
    Loan Rate (%)	Net
    Mortgage Loan Rate (%)	Original
    Balance ($)	Cut-Off
    Date Balance ($)
	1	3,
    4	22905340	GSK
    North American HQ	KIM
    Five Crescent Drive LLC	5
    Crescent Drive and 4411 South Broad Street	Philadelphia	Pennsylvania	Philadelphia	19112	4.1100%	4.0932%	$75,150,000	$75,150,000
	2	5	22352278	1000
    Wilshire	CRE
    1000 Wilshire, LLC	1000
    Wilshire Boulevard	Los
    Angeles	California	Los
    Angeles	90017	3.37691570881226%	3.36010570881226%	$65,250,000	$65,250,000
	3	 	22912369	Aliso
    Creek Apartments	Aliso
    Creek Apartment Partners, LLC	24152
    Hollyoak	Aliso
    Viejo	California	Orange	92656	3.51928174603175%	3.48497174603175%	$63,000,000	$63,000,000
	4	 	22985101	Commonwealth
    Centre	Commonwealth
    Owner LLC	14370
    & 14360 Newbrook Drive	Chantilly	Virginia	Fairfax	20151	3.9860%	3.9692%	$49,000,000	$49,000,000
	5	 	23220079	MOA
    Hotel Leased Fee Portfolio	North
    Pad Hotel, LLC and South Pad Hotel, LLC	 	 	 	 	 	5.1275%	5.0932%	$43,336,000	$43,336,000
	5.01	 	23220079	Radisson
    Blu at Mall of America - Ground Lease	 	2100
    Killebrew Drive	Bloomington	Minnesota	Hennepin	55425	 	 	 	 
	5.02	 	23220079	JW
    Marriott at Mall of America - Ground Lease	 	2141
    Lindau Lane	Bloomington	Minnesota	Hennepin	55425	 	 	 	 
	6	4,
    6	23313835	FXI
    Portfolio	NM
    FX, L.L.C. and NM FX Mexico, S. de R.L. de C.V.	 	 	 	 	 	4.9405%	4.9237%	$43,000,000	$43,000,000
	6.01	 	23313835	FXI
    Portland OR	 	3900
    Northeast 158th Avenue	Portland	Oregon	Multnomah	97230	 	 	 	 
	6.02	 	23313835	FXI
    Auburn IN	 	2211
    Wayne Street	Auburn	Indiana	DeKalb	46706	 	 	 	 
	6.03	 	23313835	FXI
    Santa Teresa NM	 	2500
    Airport Road	Santa
    Teresa	New
    Mexico	Dona
    Ana	88008	 	 	 	 
	6.04	 	23313835	FXI
    Verona MS	 	154
    Lipford Road	Verona	Mississippi	Lee	38879	 	 	 	 
	6.05	 	23313835	FXI
    Corry PA	 	466
    South Shady Avenue	Corry	Pennsylvania	Erie	16407	 	 	 	 
	6.06	 	23313835	FXI
    Fort Wayne IN	 	3005
    Commercial Road	Fort
    Wayne	Indiana	Allen	46809	 	 	 	 
	6.07	 	23313835	FXI
    Cuautitlan MX	 	Canal
    No. 4	Cuautitlan
    Izcalli	Mexico	NAP	NAP	 	 	 	 
	7	4	22575939	U.S.
    Industrial Portfolio	SC
    USIP Property Company, LLC	 	 	 	 	 	4.5240%	4.4972%	$41,800,000	$41,800,000
	7.01	 	22575939	DialogDirect	 	13700
    Oakland Avenue and 350 Victor Street	Highland
    Park	Michigan	Wayne	48203	 	 	 	 
	7.02	 	22575939	JIT
    Packaging	 	1717
    Gifford Road	Elgin	Illinois	Cook	60120	 	 	 	 
	7.03	 	22575939	Markel	 	435
    School Lane	Plymouth
    Meeting	Pennsylvania	Montgomery	19462	 	 	 	 
	7.04	 	22575939	Dedicated
    Logistics	 	8201
    54th Avenue North	New
    Hope	Minnesota	Hennepin	55428	 	 	 	 
	7.05	 	22575939	Wilbert	 	4221
    Otter Lake Road	White
    Bear Township	Minnesota	Ramsey	55110	 	 	 	 
	7.06	 	22575939	Matandy
    Steel	 	999
    East Avenue and 1140 & 1200 Central Avenue	Hamilton	Ohio	Butler	45011	 	 	 	 
	7.07	 	22575939	Landmark
    Plastics	 	1331
    Kelly Avenue	Akron	Ohio	Summit	44306	 	 	 	 
	7.08	 	22575939	Rohrer
    Corporation (OH)	 	717
    Seville Road	Wadsworth	Ohio	Medina	44281	 	 	 	 
	7.09	 	22575939	Rohrer
    Corporation (IL)	 	13701
    George Bush Court	Huntley	Illinois	McHenry	60142	 	 	 	 
	7.10	 	22575939	Rohrer
    Corporation (GA)	 	1800
    Enterprise	Buford	Georgia	Gwinnett	30518	 	 	 	 
	7.11	 	22575939	AAP
    Metals	 	811
    Regal Row	Dallas	Texas	Dallas	75247	 	 	 	 
	8	4,
    6	23344631	Quality
    RV Resorts	QRV
    Allstar, LLC, QRV Mont Belvieu, LLC, QRV Brazoria, LLC, QRV Fallbrook, LLC, QRV Greenlake, LLC, QRV Hwy 6, LLC, QRV Lakeview,
    LLC and QRV Southlake, LLC	 	 	 	 	 	4.8475%	4.8307%	$35,000,000	$35,000,000
	8.01	 	23344631	Quality
    RV Resorts Lakeview	 	11991
    Main Street	Houston	Texas	Harris	77035	 	 	 	 
	8.02	 	23344631	Quality
    RV Resorts Brazoria	 	109
    Stephen F. Austin Trail	Brazoria	Texas	Brazoria	77422	 	 	 	 
	8.03	 	23344631	Quality
    RV Resorts Highway Six	 	14350
    Schiller Road	Houston	Texas	Harris	77082	 	 	 	 
	8.04	 	23344631	Quality
    RV Resorts Mont Belvieu	 	6103
    South FM 565 Road	Baytown	Texas	Chambers	77523	 	 	 	 
	8.05	 	23344631	Quality
    RV Resorts Greenlake	 	10842
    Green Lake Street	San
    Antonio	Texas	Bexar	78223	 	 	 	 
	8.06	 	23344631	Quality
    RV Resorts Fallbrook	 	3102
    Fallbrook Drive	Houston	Texas	Harris	77038	 	 	 	 
	8.07	 	23344631	Quality
    RV Resorts Southlake	 	13701
    Hycohen Road	Houston	Texas	Harris	77047	 	 	 	 
	8.08	 	23344631	Quality
    RV Resorts Allstar	 	10650
    Southwest Plaza Court	Houston	Texas	Harris	77074	 	 	 	 
	9	 	22985103	Thorncreek
    Crossing	GKT
    Thorncreek Plaza, L.L.C.	901-1301
    East 120th Avenue	Thornton	Colorado	Adams	80233	4.6235%	4.6067%	$33,750,000	$33,750,000
	10	 	23024774	SanTan
    Village Marketplace	SanTan
    MP LP	2697-2817
    South Market Street	Gilbert	Arizona	Maricopa	85295	4.2820%	4.2652%	$33,475,000	$33,475,000
	11	4	21769944	Marina
    Heights State Farm	Corporate
    Properties Tempe SPE, L.L.C.	300-600
    East Rio Salado Parkway	Tempe	Arizona	Maricopa	85281	3.5595%	3.5439%	$27,500,000	$27,500,000
	12	 	23006974	Dolwick
    Business Center	Dolwick
    Business Center, LLC	1350-1360
    Dolwick Drive	Erlanger	Kentucky	Kenton	41018	4.7440%	4.7272%	$26,000,000	$25,937,815
	13	 	23176250	5500
    Hellyer Avenue	Willyo
    Properties LP	5500-5550
    Hellyer Avenue	San
    Jose	California	Santa
    Clara	95138	4.7110%	4.6942%	$25,590,000	$25,557,573
	14	 	23063792	Spring
    Hill Logistics Center	Spring
    Hill Beechcroft Road I LLC and Spring Hill Beechcroft Road II LLC	701-715
    Beechcroft Road	Spring
    Hill	Tennessee	Maury	37174	4.6085%	4.5617%	$25,000,000	$25,000,000
	15	7	23043806	3300
    East 1st Avenue	GRE
    3300 East 1st Avenue Owner, LLC	3300
    East 1st Avenue	Denver	Colorado	Denver	80206	4.9000%	4.8832%	$24,400,000	$24,400,000
	16	8	23314516	The
    Commons	The
    Commons Reno, LLC	6625-6675,
    6795 South Virginia Street	Reno	Nevada	Washoe	89511	4.5550%	4.5082%	$21,500,000	$21,500,000
	17	 	23347272	Market
    at Crenshaw	Crenshaw
    Entrepreneurs, LLC	4531-4589
    East Sam Houston Parkway South	Pasadena	Texas	Harris	77505	5.0790%	5.0622%	$17,250,000	$17,250,000
	18	4,
    6	23351455	Davenport
    Commons	THF
    Davenport North Development, L.L.C.	5511-5811
    Elmore Avenue	Davenport	Iowa	Scott	52807	5.0930%	5.0762%	$15,000,000	$15,000,000
	19	9	2321945	Athens
    Townhomes	PG
    Athens Apartments II, LLC	1401-1837
    Athens Drive and 1345-1376 Nicholas Drive	Loveland	Ohio	Clermont	45140	4.8610%	4.8442%	$14,700,000	$14,700,000
	20	 	22985530	Naples
    Plaza	Milan
    SoCal III, LLC and Pelican Investments Naples LLC	1058-1090
    3rd Avenue	Chula
    Vista	California	San
    Diego	91911	4.8840%	4.8272%	$12,700,000	$12,700,000
	21	10	23005456	Center
    at Pearland II	Pearland
    Dunhill 2 LLC	2550
    Pearland Parkway	Pearland	Texas	Brazoria	77581	4.4695%	4.4527%	$12,400,000	$12,400,000
	22	11	22999703	Holiday
    Inn Express Toledo West	Westgate
    Lodging LLC	 3440
    Secor Road	Toledo	Ohio	Lucas	43606	5.2425%	5.2057%	$11,620,000	$11,594,947
	23	 	22778586	Arbor
    Plaza	GKT
    Arbor Plaza, L.L.C.	4600-4637
    South Mason Street	Fort
    Collins	Colorado	Larimer	80525	4.9690%	4.9522%	$10,850,000	$10,850,000
	24	4	22558058	Two
    Democracy	Second
    Rock Spring Park Limited Partnership	6707
    Democracy Boulevard	Bethesda	Maryland	Montgomery	20817	5.3915%	5.3747%	$10,000,000	$9,958,034
	25	12	23219508	Capital
    Complex	Rainier
    Capital Complex Acquisitions, LLC	1024
    and 1025 Capital Center Drive	Frankfort	Kentucky	Franklin	40601	5.2970%	5.2402%	$9,687,000	$9,687,000
	26	 	23042533	Cabela’s
    Farmington	SN
    Farmington LLC	391
    North Cabela’s Drive	Farmington	Utah	Davis	84025	4.7865%	4.7697%	$9,200,000	$9,200,000
	27	13	23063870	Courtyard
    Bentonville	NWA
    Hotel Opportunity, LLC	1001
    Mcclain Road	Bentonville	Arkansas	Benton	72712	5.0540%	4.9972%	$9,200,000	$9,200,000
	28	 	23313687	20151
    Nordhoff Street	F&KAC,
    LLC	20151
    Nordhoff Street	Chatsworth	California	Los
    Angeles	91311	4.7065%	4.6897%	$9,000,000	$9,000,000
	29	 	23036062	Shallowford
    Exchange	Shallowford
    LLC	2558-2566
    Shallowford Road Northeast	Atlanta	Georgia	DeKalb	30345	5.1150%	5.0982%	$9,000,000	$8,989,414
	30	 	23060255	Roundhouse
    Campus	125
    Presumpscot SPE LLC and Presumpscot-Portland Investors LLC	125
    Presumpscot Street	Portland	Maine	Cumberland	04103	4.7485%	4.7317%	$7,524,000	$7,524,000
	31	 	23005457	Shops
    at Spring Village	WSS
    Retail-Shops at Spring Village, LLC	2203
    Spring Stuebner Road	Spring	Texas	Harris	77389	5.0180%	5.0012%	$7,150,000	$7,150,000
	32	 	23219183	Moses
    Lake Town Center	RI
    - Moses Lake, LLC and RI - Moses Lake II, LLC	911
    & 933 Stratford Road	Moses
    Lake	Washington	Grant	98837	4.6770%	4.6602%	$6,700,000	$6,700,000
	33	 	23217813	Dallas
    Commons	Dallas
    Commons, LLC	457
    Nathan Dean Parkway	Dallas	Georgia	Paulding	30132	4.8455%	4.7612%	$6,150,000	$6,150,000


 






     


    


    

 

GS10


Exhibit
B - Mortgage Loan Schedule 

 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Original
    Term To Maturity / ARD (Mos.)	Remaining
    Term To Maturity / ARD (Mos.)	Maturity
    Date / ARD	Original
    Amortization Term (Mos.)	Remaining
    Amortization Term (Mos.)	Monthly
    Debt Service ($) (1)	Servicing
    Fee Rate (%)	Subservicing
    Fee Rate (%)	Interest
    Accrual Method	Ownership
    Interest
	1	3,
    4	22905340	GSK
    North American HQ	60	59	6/6/2023	0	0	$260,963.59
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	2	5	22352278	1000
    Wilshire	84	80	3/6/2025	0	0	$186,170.07
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	3	 	22912369	Aliso
    Creek Apartments	120	117	4/6/2028	0	0	$187,328.43
    	0.0025%	0.020000%	Actual/360	Fee
    Simple
	4	 	22985101	Commonwealth
    Centre	120	118	5/6/2028	0	0	$165,022.25
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	5	 	23220079	MOA
    Hotel Leased Fee Portfolio	120	120	7/6/2028	0	0	$187,742.94
    	0.0025%	0.020000%	Actual/360	 
	5.01	 	23220079	Radisson
    Blu at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	 	Fee
    Simple
	5.02	 	23220079	JW
    Marriott at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	 	Subleased
    Air Rights
	6	4,
    6	23313835	FXI
    Portfolio	120	120	7/6/2028	360	360	$229,272.18
    	0.0050%	0.000000%	Actual/360	 
	6.01	 	23313835	FXI
    Portland OR	 	 	 	 	 	 	 	 	 	Fee
    Simple
	6.02	 	23313835	FXI
    Auburn IN	 	 	 	 	 	 	 	 	 	Fee
    Simple
	6.03	 	23313835	FXI
    Santa Teresa NM	 	 	 	 	 	 	 	 	 	Fee
    Simple
	6.04	 	23313835	FXI
    Verona MS	 	 	 	 	 	 	 	 	 	Fee
    Simple
	6.05	 	23313835	FXI
    Corry PA	 	 	 	 	 	 	 	 	 	Fee
    Simple
	6.06	 	23313835	FXI
    Fort Wayne IN	 	 	 	 	 	 	 	 	 	Fee
    Simple
	6.07	 	23313835	FXI
    Cuautitlan MX	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7	4	22575939	U.S.
    Industrial Portfolio	120	116	3/6/2028	0	0	$159,774.69
    	0.0025%	0.012500%	Actual/360	 
	7.01	 	22575939	DialogDirect	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.02	 	22575939	JIT
    Packaging	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.03	 	22575939	Markel	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.04	 	22575939	Dedicated
    Logistics	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.05	 	22575939	Wilbert	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.06	 	22575939	Matandy
    Steel	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.07	 	22575939	Landmark
    Plastics	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.08	 	22575939	Rohrer
    Corporation (OH)	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.09	 	22575939	Rohrer
    Corporation (IL)	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.10	 	22575939	Rohrer
    Corporation (GA)	 	 	 	 	 	 	 	 	 	Fee
    Simple
	7.11	 	22575939	AAP
    Metals	 	 	 	 	 	 	 	 	 	Fee
    Simple
	8	4,
    6	23344631	Quality
    RV Resorts	120	120	7/6/2028	360	360	$184,639.11
    	0.0050%	0.000000%	Actual/360	 
	8.01	 	23344631	Quality
    RV Resorts Lakeview	 	 	 	 	 	 	 	 	 	Fee
    Simple
	8.02	 	23344631	Quality
    RV Resorts Brazoria	 	 	 	 	 	 	 	 	 	Fee
    Simple
	8.03	 	23344631	Quality
    RV Resorts Highway Six	 	 	 	 	 	 	 	 	 	Fee
    Simple
	8.04	 	23344631	Quality
    RV Resorts Mont Belvieu	 	 	 	 	 	 	 	 	 	Fee
    Simple
	8.05	 	23344631	Quality
    RV Resorts Greenlake	 	 	 	 	 	 	 	 	 	Fee
    Simple
	8.06	 	23344631	Quality
    RV Resorts Fallbrook	 	 	 	 	 	 	 	 	 	Fee
    Simple
	8.07	 	23344631	Quality
    RV Resorts Southlake	 	 	 	 	 	 	 	 	 	Fee
    Simple
	8.08	 	23344631	Quality
    RV Resorts Allstar	 	 	 	 	 	 	 	 	 	Fee
    Simple
	9	 	22985103	Thorncreek
    Crossing	120	118	5/6/2028	360	360	$173,491.79
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	10	 	23024774	SanTan
    Village Marketplace	120	119	6/6/2028	0	0	$121,108.99
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	11	4	21769944	Marina
    Heights State Farm	120	114	1/6/2028	0	0	$82,704.82
    	0.0025%	0.001250%	Actual/360	Leasehold
	12	 	23006974	Dolwick
    Business Center	120	118	5/6/2028	360	358	$135,534.29
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	13	 	23176250	5500
    Hellyer Avenue	120	119	6/6/2028	360	359	$132,888.66
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	14	 	23063792	Spring
    Hill Logistics Center	120	119	6/6/2028	0	0	$97,343.89
    	0.0050%	0.030000%	Actual/360	Fee
    Simple
	15	7	23043806	3300
    East 1st Avenue	120	119	6/6/2028	0	0	$101,017.13
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	16	8	23314516	The
    Commons	120	120	7/6/2028	360	360	$109,641.08
    	0.0050%	0.030000%	Actual/360	Fee
    Simple
	17	 	23347272	Market
    at Crenshaw	120	120	7/6/2028	360	360	$93,436.37
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	18	4,
    6	23351455	Davenport
    Commons	120	120	7/6/2028	360	360	$81,377.96
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	19	9	2321945	Athens
    Townhomes	120	120	7/6/2028	360	360	$77,668.74
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	20	 	22985530	Naples
    Plaza	120	118	5/6/2028	0	0	$52,406.90
    	0.0050%	0.040000%	Actual/360	Fee
    Simple
	21	10	23005456	Center
    at Pearland II	120	118	5/6/2028	0	0	$46,826.29
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	22	11	22999703	Holiday
    Inn Express Toledo West	120	118	5/6/2028	360	358	$64,112.10
    	0.0050%	0.020000%	Actual/360	Fee
    Simple
	23	 	22778586	Arbor
    Plaza	120	117	4/6/2028	360	360	$58,039.76
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	24	4	22558058	Two
    Democracy	120	116	3/6/2028	360	356	$56,100.03
    	0.0025%	0.002500%	Actual/360	Leasehold
	25	12	23219508	Capital
    Complex	120	120	7/6/2028	360	360	$53,774.32
    	0.0050%	0.040000%	Actual/360	Fee
    Simple
	26	 	23042533	Cabela’s
    Farmington	120	119	6/6/2028	0	0	$37,206.17
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	27	13	23063870	Courtyard
    Bentonville	120	119	6/6/2028	360	360	$49,691.66
    	0.0050%	0.040000%	Actual/360	Fee
    Simple
	28	 	23313687	20151
    Nordhoff Street	120	120	7/6/2028	360	360	$46,712.57
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	29	 	23036062	Shallowford
    Exchange	120	119	6/6/2028	360	359	$48,948.47
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	30	 	23060255	Roundhouse
    Campus	120	119	6/6/2028	360	360	$39,241.94
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	31	 	23005457	Shops
    at Spring Village	120	118	5/6/2028	360	360	$38,461.44
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	32	 	23219183	Moses
    Lake Town Center	120	120	7/6/2028	0	0	$26,475.93
    	0.0050%	0.000000%	Actual/360	Fee
    Simple
	33	 	23217813	Dallas
    Commons	120	120	7/6/2028	360	360	$32,436.27
    	0.0025%	0.070000%	Actual/360	Fee
    Simple


 






     


    


    

 

GS10


Exhibit
B - Mortgage Loan Schedule 

 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Crossed
    Group	Originator	Mortgage
    Loan Seller	Carve-out
    Guarantor	Letter
    of Credit	Upfront
    RE Tax Reserve ($)	Ongoing
    RE Tax Reserve ($)	Upfront
    Insurance Reserve ($)	Ongoing
    Insurance Reserve ($)	Upfront
    Replacement Reserve ($)
	1	3,
    4	22905340	GSK
    North American HQ	NAP	GSMC	GSMC	None	No	$0	$0	$0	$0	$0
	2	5	22352278	1000
    Wilshire	NAP	GSMC	GSMC	Cerberus
    Institutional Real Estate Partners IV, L.P.	No	$0	$0	$0	$0	$0
	3	 	22912369	Aliso
    Creek Apartments	NAP	GSBI	GSMC	Geoffrey
    L. Stack, Geoffrey L. Stack, as Trustee of the Stack Revocable Trust Dated July 30, 2009 and Anthony Rossi, Sr.	No	$58,053	$58,053	$0	$0	$0
	4	 	22985101	Commonwealth
    Centre	NAP	GSMC	GSMC	None	No	$0	$0	$0	$0	$0
	5	 	23220079	MOA
    Hotel Leased Fee Portfolio	NAP	GSMC	GSMC	7
    Crowns Corporation	No	$0	$0	$3,315	$0	$0
	5.01	 	23220079	Radisson
    Blu at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	 	 
	5.02	 	23220079	JW
    Marriott at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	 	 
	6	4,
    6	23313835	FXI
    Portfolio	NAP	GSMC	GSMC	New
    Mountain Net Lease Corporation and New Mountain Net Lease Partners Corporation	No	$0	$0	$0	$0	$0
	6.01	 	23313835	FXI
    Portland OR	 	 	 	 	 	 	 	 	 	 
	6.02	 	23313835	FXI
    Auburn IN	 	 	 	 	 	 	 	 	 	 
	6.03	 	23313835	FXI
    Santa Teresa NM	 	 	 	 	 	 	 	 	 	 
	6.04	 	23313835	FXI
    Verona MS	 	 	 	 	 	 	 	 	 	 
	6.05	 	23313835	FXI
    Corry PA	 	 	 	 	 	 	 	 	 	 
	6.06	 	23313835	FXI
    Fort Wayne IN	 	 	 	 	 	 	 	 	 	 
	6.07	 	23313835	FXI
    Cuautitlan MX	 	 	 	 	 	 	 	 	 	 
	7	4	22575939	U.S.
    Industrial Portfolio	NAP	GSMC	GSMC	Michael
    W. Brennan, Robert G. Vanecko, Scott D. McKibben, Samuel A. Mandarino, Eduardo Paneque, Brad O’Halloran, Allen Crosswell,
    Troy MacMane and Greenwood Holding Company, LLC	No	$0	$0	$0	$0	$0
	7.01	 	22575939	DialogDirect	 	 	 	 	 	 	 	 	 	 
	7.02	 	22575939	JIT
    Packaging	 	 	 	 	 	 	 	 	 	 
	7.03	 	22575939	Markel	 	 	 	 	 	 	 	 	 	 
	7.04	 	22575939	Dedicated
    Logistics	 	 	 	 	 	 	 	 	 	 
	7.05	 	22575939	Wilbert	 	 	 	 	 	 	 	 	 	 
	7.06	 	22575939	Matandy
    Steel	 	 	 	 	 	 	 	 	 	 
	7.07	 	22575939	Landmark
    Plastics	 	 	 	 	 	 	 	 	 	 
	7.08	 	22575939	Rohrer
    Corporation (OH)	 	 	 	 	 	 	 	 	 	 
	7.09	 	22575939	Rohrer
    Corporation (IL)	 	 	 	 	 	 	 	 	 	 
	7.10	 	22575939	Rohrer
    Corporation (GA)	 	 	 	 	 	 	 	 	 	 
	7.11	 	22575939	AAP
    Metals	 	 	 	 	 	 	 	 	 	 
	8	4,
    6	23344631	Quality
    RV Resorts	NAP	GSMC	GSMC	Stonetown
    5, LLLP	No	$392,917	$56,131	$0	$0	$0
	8.01	 	23344631	Quality
    RV Resorts Lakeview	 	 	 	 	 	 	 	 	 	 
	8.02	 	23344631	Quality
    RV Resorts Brazoria	 	 	 	 	 	 	 	 	 	 
	8.03	 	23344631	Quality
    RV Resorts Highway Six	 	 	 	 	 	 	 	 	 	 
	8.04	 	23344631	Quality
    RV Resorts Mont Belvieu	 	 	 	 	 	 	 	 	 	 
	8.05	 	23344631	Quality
    RV Resorts Greenlake	 	 	 	 	 	 	 	 	 	 
	8.06	 	23344631	Quality
    RV Resorts Fallbrook	 	 	 	 	 	 	 	 	 	 
	8.07	 	23344631	Quality
    RV Resorts Southlake	 	 	 	 	 	 	 	 	 	 
	8.08	 	23344631	Quality
    RV Resorts Allstar	 	 	 	 	 	 	 	 	 	 
	9	 	22985103	Thorncreek
    Crossing	NAP	GSMC	GSMC	E.
    Stanley Kroenke and James N. Gordon	No	$0	$0	$0	$0	$0
	10	 	23024774	SanTan
    Village Marketplace	NAP	GSMC	GSMC	Richard
    A. Margolis and Phillip A. Duke	No	$144,505	$48,168	$0	$0	$0
	11	4	21769944	Marina
    Heights State Farm	NAP	GSMC	GSMC	None	No	$0	$0	$0	$0	$0
	12	 	23006974	Dolwick
    Business Center	NAP	GSMC	GSMC	Corporex
    Companies, LLC	No	$78,707	$13,118	$0	$0	$0
	13	 	23176250	5500
    Hellyer Avenue	NAP	GSMC	GSMC	Jason
    A. Hammerman	No	$130,775	$43,592	$4,942	$4,942	$0
	14	 	23063792	Spring
    Hill Logistics Center	NAP	GSMC	GSMC	Legacy
    Properties Group, Inc.	No	$0	$0	$0	$0	$0
	15	7	23043806	3300
    East 1st Avenue	NAP	GSMC	GSMC	GEM
    Realty Evergreen Fund, L.P.	No	$0	$0	$0	$0	$0
	16	8	23314516	The
    Commons	NAP	GSMC	GSMC	Kamyar
    Mateen and Tyler Mateen	No	$84,882	$16,976	$0	$0	$0
	17	 	23347272	Market
    at Crenshaw	NAP	GSMC	GSMC	Nadyrshah
    “Nick” Dhanani 	No	$228,578	$32,654	$14,807	$7,403	$0
	18	4,
    6	23351455	Davenport
    Commons	NAP	GSMC	GSMC	E.
    Stanley Kroenke	No	$0	$0	$0	$0	$0
	19	9	2321945	Athens
    Townhomes	NAP	GSBI	GSMC	Paul
    Grammas	No	$20,195	$20,195	$5,526	$2,763	$0
	20	 	22985530	Naples
    Plaza	NAP	GSMC	GSMC	Claus
    Dieckell and Chuck Le	No	$40,922	$20,461	$0	$0	$0
	21	10	23005456	Center
    at Pearland II	NAP	GSMC	GSMC	William
    L. Hutchinson	No	$0	$0	$0	$0	$0
	22	11	22999703	Holiday
    Inn Express Toledo West	NAP	GSMC	GSMC	Saad
    Roumaya, Jonathan Roumaya, Jabbar Yousif and Martin Yousif	No	$115,846	$19,887	$6,322	$1,104	$0
	23	 	22778586	Arbor
    Plaza	NAP	GSMC	GSMC	E.
    Stanley Kroenke	No	$0	$0	$0	$0	$0
	24	4	22558058	Two
    Democracy	NAP	GSMC	GSMC	Second
    Rock Spring Park, LLC 	Yes	$383,084	$63,847	$0	$0	$0
	25	12	23219508	Capital
    Complex	NAP	GSMC	GSMC	J.
    Kenneth Dunn	No	$43,146	$5,393	$0	$0	$0
	26	 	23042533	Cabela’s
    Farmington	NAP	GSMC	GSMC	Security
    National Financial Corporation	No	$0	$0	$0	$0	$0
	27	13	23063870	Courtyard
    Bentonville	NAP	GSMC	GSMC	J
    & S Hardin Holdings, LP, Delton Smith and William Harrison Smith	No	$68,231	$7,581	$0	$0	$0
	28	 	23313687	20151
    Nordhoff Street	NAP	GSMC	GSMC	Albert
    Moradi	No	$78,623	$0	$0	$0	$0
	29	 	23036062	Shallowford
    Exchange	NAP	GSMC	GSMC	Altaf
    Lal	No	$84,083	$10,510	$0	$0	$0
	30	 	23060255	Roundhouse
    Campus	NAP	GSMC	GSMC	William
    M. Bennett	No	$28,740	$7,185	$0	$0	$0
	31	 	23005457	Shops
    at Spring Village	NAP	GSMC	GSMC	Anderson
    G. Smith	No	$28,994	$5,799	$14,532	$1,211	$0
	32	 	23219183	Moses
    Lake Town Center	NAP	GSMC	GSMC	Read
    Seven, LLC	No	$27,029	$6,757	$0	$0	$0
	33	 	23217813	Dallas
    Commons	NAP	GSMC	GSMC	Ernest
    W. Livingston, Jr.	No	$25,400	$3,175	$0	$0	$0


 






     


    


    

 

GS10


Exhibit
B - Mortgage Loan Schedule 

 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Ongoing
    Replacement Reserve ($)	Replacement
    Reserve Caps ($)	Upfront
    TI/LC Reserve ($)	Ongoing
    TI/LC Reserve ($)	TI/LC
    Caps ($)	Upfront
    Debt Service Reserve ($)	Ongoing
    Debt Service Reserve ($)	Upfront
    Deferred Maintenance Reserve ($)	Ongoing
    Deferred Maintenance Reserve ($)	Upfront
    Environmental Reserve ($)
	1	3,
    4	22905340	GSK
    North American HQ	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	2	5	22352278	1000
    Wilshire	$0	$0	$3,000,000	$0	$1,000,000	$0	$0	$0	$0	$0
	3	 	22912369	Aliso
    Creek Apartments	$11,623	$0	$0	$0	$0	$0	$0	$0	$0	$0
	4	 	22985101	Commonwealth
    Centre	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	5	 	23220079	MOA
    Hotel Leased Fee Portfolio	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	5.01	 	23220079	Radisson
    Blu at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	 	 
	5.02	 	23220079	JW
    Marriott at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	 	 
	6	4,
    6	23313835	FXI
    Portfolio	$0	$635,502	$0	$0	$3,177,512	$0	$0	$413,203	$0	$0
	6.01	 	23313835	FXI
    Portland OR	 	 	 	 	 	 	 	 	 	 
	6.02	 	23313835	FXI
    Auburn IN	 	 	 	 	 	 	 	 	 	 
	6.03	 	23313835	FXI
    Santa Teresa NM	 	 	 	 	 	 	 	 	 	 
	6.04	 	23313835	FXI
    Verona MS	 	 	 	 	 	 	 	 	 	 
	6.05	 	23313835	FXI
    Corry PA	 	 	 	 	 	 	 	 	 	 
	6.06	 	23313835	FXI
    Fort Wayne IN	 	 	 	 	 	 	 	 	 	 
	6.07	 	23313835	FXI
    Cuautitlan MX	 	 	 	 	 	 	 	 	 	 
	7	4	22575939	U.S.
    Industrial Portfolio	$0	$540,238	$0	$0	$2,025,894	$0	$0	$0	$0	$0
	7.01	 	22575939	DialogDirect	 	 	 	 	 	 	 	 	 	 
	7.02	 	22575939	JIT
    Packaging	 	 	 	 	 	 	 	 	 	 
	7.03	 	22575939	Markel	 	 	 	 	 	 	 	 	 	 
	7.04	 	22575939	Dedicated
    Logistics	 	 	 	 	 	 	 	 	 	 
	7.05	 	22575939	Wilbert	 	 	 	 	 	 	 	 	 	 
	7.06	 	22575939	Matandy
    Steel	 	 	 	 	 	 	 	 	 	 
	7.07	 	22575939	Landmark
    Plastics	 	 	 	 	 	 	 	 	 	 
	7.08	 	22575939	Rohrer
    Corporation (OH)	 	 	 	 	 	 	 	 	 	 
	7.09	 	22575939	Rohrer
    Corporation (IL)	 	 	 	 	 	 	 	 	 	 
	7.10	 	22575939	Rohrer
    Corporation (GA)	 	 	 	 	 	 	 	 	 	 
	7.11	 	22575939	AAP
    Metals	 	 	 	 	 	 	 	 	 	 
	8	4,
    6	23344631	Quality
    RV Resorts	$3,481	$125,325	$0	$0	$0	$0	$0	$550	$0	$0
	8.01	 	23344631	Quality
    RV Resorts Lakeview	 	 	 	 	 	 	 	 	 	 
	8.02	 	23344631	Quality
    RV Resorts Brazoria	 	 	 	 	 	 	 	 	 	 
	8.03	 	23344631	Quality
    RV Resorts Highway Six	 	 	 	 	 	 	 	 	 	 
	8.04	 	23344631	Quality
    RV Resorts Mont Belvieu	 	 	 	 	 	 	 	 	 	 
	8.05	 	23344631	Quality
    RV Resorts Greenlake	 	 	 	 	 	 	 	 	 	 
	8.06	 	23344631	Quality
    RV Resorts Fallbrook	 	 	 	 	 	 	 	 	 	 
	8.07	 	23344631	Quality
    RV Resorts Southlake	 	 	 	 	 	 	 	 	 	 
	8.08	 	23344631	Quality
    RV Resorts Allstar	 	 	 	 	 	 	 	 	 	 
	9	 	22985103	Thorncreek
    Crossing	$0	$0	$0	$0	$600,000	$0	$0	$0	$0	$0
	10	 	23024774	SanTan
    Village Marketplace	$4,522	$217,042	$0	$0	$428,000	$0	$0	$0	$0	$0
	11	4	21769944	Marina
    Heights State Farm	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	12	 	23006974	Dolwick
    Business Center	$2,822	$200,000	$0	$18,815	$750,000	$0	$0	$0	$0	$0
	13	 	23176250	5500
    Hellyer Avenue	$3,276	$78,614	$0	$0	$0	$0	$0	$0	$0	$0
	14	 	23063792	Spring
    Hill Logistics Center	$4,153	$200,000	$0	$20,833	$750,000	$0	$0	$0	$0	$0
	15	7	23043806	3300
    East 1st Avenue	$0	$19,554	$500,000	$0	$97,770	$0	$0	$0	$0	$0
	16	8	23314516	The
    Commons	$2,471	$0	$500,000	$0	$500,000	$0	$0	$0	$0	$0
	17	 	23347272	Market
    at Crenshaw	$878	$0	$0	$8,333	$700,000	$0	$0	$0	$0	$0
	18	4,
    6	23351455	Davenport
    Commons	$0	$0	$0	$0	$600,000	$0	$0	$0	$0	$0
	19	9	2321945	Athens
    Townhomes	$3,104	$0	$0	$0	$0	$0	$0	$0	$0	$0
	20	 	22985530	Naples
    Plaza	$1,061	$35,004	$0	$1,704	$61,344	$0	$0	$0	$0	$0
	21	10	23005456	Center
    at Pearland II	$0	$0	$120,000	$0	$120,000	$0	$0	$0	$0	$0
	22	11	22999703	Holiday
    Inn Express Toledo West	$6,033	$0	$0	$0	$0	$0	$0	$0	$0	$0
	23	 	22778586	Arbor
    Plaza	$0	$0	$0	$0	$350,000	$0	$0	$0	$0	$0
	24	4	22558058	Two
    Democracy	$5,732	$0	$0	$45,856	$0	$0	$0	$0	$0	$0
	25	12	23219508	Capital
    Complex	$2,946	$36,000	$715,000	$0	$300,000	$0	$0	$0	$0	$0
	26	 	23042533	Cabela’s
    Farmington	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	27	13	23063870	Courtyard
    Bentonville	$10,247	$0	$0	$0	$0	$0	$0	$0	$0	$0
	28	 	23313687	20151
    Nordhoff Street	$1,533	$0	$0	$6,133	$300,000	$0	$0	$0	$0	$0
	29	 	23036062	Shallowford
    Exchange	$579	$0	$0	$6,250	$225,000	$0	$0	$11,875	$0	$10,000
	30	 	23060255	Roundhouse
    Campus	$1,486	$0	$0	$5,505	$330,290	$0	$0	$0	$0	$0
	31	 	23005457	Shops
    at Spring Village	$349	$20,938	$150,000	$1,745	$200,000	$0	$0	$0	$0	$0
	32	 	23219183	Moses
    Lake Town Center	$0	$0	$0	$0	$87,113	$0	$0	$0	$0	$0
	33	 	23217813	Dallas
    Commons	$419	$15,095	$75,000	$2,500	$90,000	$0	$0	$0	$0	$0


 






     


    


    

 

GS10


Exhibit
B - Mortgage Loan Schedule 

 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Ongoing
    Environmental Reserve ($)	Upfront
    Other Reserve ($)	Ongoing
    Other Reserve ($)	Other
    Reserve Description	Grace
    Period- Default	Grace
    Period- Late Fee	Cash
    Management	Lockbox	General
    Property Type	Prepayment
    Provision (2)	Interest
    Accrual Method	Units,
    Pads, Rooms, Sq Ft	Unit
    Description
	1	3,
    4	22905340	GSK
    North American HQ	$0	$0	$0	 	0	0	Springing	Hard	Office	Lockout/25_Defeasance/28_0%/7	Actual/360	207,779	SF
	2	5	22352278	1000
    Wilshire	$0	$3,453,871	$0	Unfunded
    Obligations Reserve	0	5	Springing	Hard	Office	Lockout/28_YM/51_0%/5	Actual/360	477,774	SF
	3	 	22912369	Aliso
    Creek Apartments	$0	$0	$0	 	0	0	In
    Place	Soft	Multifamily	Lockout/27_Defeasance/89_0%/4	Actual/360	535	Units
	4	 	22985101	Commonwealth
    Centre	$0	$0	$0	 	0	0	Springing	Hard	Office	Lockout/26_Defeasance/87_0%/7	Actual/360	316,081	SF
	5	 	23220079	MOA
    Hotel Leased Fee Portfolio	$0	$136,520	$0	Gap
    Rent Reserve	0	0	Springing	Hard	 	Lockout/24_Defeasance/89_0%/7	Actual/360	NAP	NAP
	5.01	 	23220079	Radisson
    Blu at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	Ground
    Leased Land	 	 	NAP	NAP
	5.02	 	23220079	JW
    Marriott at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	Ground
    Leased Land	 	 	NAP	NAP
	6	4,
    6	23313835	FXI
    Portfolio	$0	$0	$0	 	0	0	Springing	Hard	 	Lockout/24_Defeasance/92_0%/4	Actual/360	2,121,643	SF
	6.01	 	23313835	FXI
    Portland OR	 	 	 	 	 	 	 	 	Industrial	 	 	186,116	SF
	6.02	 	23313835	FXI
    Auburn IN	 	 	 	 	 	 	 	 	Industrial	 	 	434,174	SF
	6.03	 	23313835	FXI
    Santa Teresa NM	 	 	 	 	 	 	 	 	Industrial	 	 	297,812	SF
	6.04	 	23313835	FXI
    Verona MS	 	 	 	 	 	 	 	 	Industrial	 	 	323,300	SF
	6.05	 	23313835	FXI
    Corry PA	 	 	 	 	 	 	 	 	Industrial	 	 	277,805	SF
	6.06	 	23313835	FXI
    Fort Wayne IN	 	 	 	 	 	 	 	 	Industrial	 	 	271,380	SF
	6.07	 	23313835	FXI
    Cuautitlan MX	 	 	 	 	 	 	 	 	Industrial	 	 	331,056	SF
	7	4	22575939	U.S.
    Industrial Portfolio	$0	$361,809	$0	Unfunded
    Obligations Reserve	0	3	Springing	Hard	 	Lockout/28_Defeasance/88_0%/4	Actual/360	2,701,192	SF
	7.01	 	22575939	DialogDirect	 	 	 	 	 	 	 	 	Industrial	 	 	578,050	SF
	7.02	 	22575939	JIT
    Packaging	 	 	 	 	 	 	 	 	Industrial	 	 	443,103	SF
	7.03	 	22575939	Markel	 	 	 	 	 	 	 	 	Industrial	 	 	167,666	SF
	7.04	 	22575939	Dedicated
    Logistics	 	 	 	 	 	 	 	 	Industrial	 	 	355,185	SF
	7.05	 	22575939	Wilbert	 	 	 	 	 	 	 	 	Industrial	 	 	296,876	SF
	7.06	 	22575939	Matandy
    Steel	 	 	 	 	 	 	 	 	Industrial	 	 	174,170	SF
	7.07	 	22575939	Landmark
    Plastics	 	 	 	 	 	 	 	 	Industrial	 	 	212,000	SF
	7.08	 	22575939	Rohrer
    Corporation (OH)	 	 	 	 	 	 	 	 	Industrial	 	 	169,000	SF
	7.09	 	22575939	Rohrer
    Corporation (IL)	 	 	 	 	 	 	 	 	Industrial	 	 	90,000	SF
	7.10	 	22575939	Rohrer
    Corporation (GA)	 	 	 	 	 	 	 	 	Industrial	 	 	117,215	SF
	7.11	 	22575939	AAP
    Metals	 	 	 	 	 	 	 	 	Industrial	 	 	97,927	SF
	8	4,
    6	23344631	Quality
    RV Resorts	$0	$0	$0	 	0	0	Springing	Springing	 	Lockout/24_>YM
    or 1%/89_0%/7	Actual/360	1,671	Pads
	8.01	 	23344631	Quality
    RV Resorts Lakeview	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	282	Pads
	8.02	 	23344631	Quality
    RV Resorts Brazoria	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	266	Pads
	8.03	 	23344631	Quality
    RV Resorts Highway Six	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	218	Pads
	8.04	 	23344631	Quality
    RV Resorts Mont Belvieu	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	243	Pads
	8.05	 	23344631	Quality
    RV Resorts Greenlake	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	231	Pads
	8.06	 	23344631	Quality
    RV Resorts Fallbrook	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	186	Pads
	8.07	 	23344631	Quality
    RV Resorts Southlake	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	121	Pads
	8.08	 	23344631	Quality
    RV Resorts Allstar	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	124	Pads
	9	 	22985103	Thorncreek
    Crossing	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/26_>YM
    or 1%/90_0%/4	Actual/360	212,127	SF
	10	 	23024774	SanTan
    Village Marketplace	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/11_>YM
    or 1%/102_0%/7	Actual/360	285,581	SF
	11	4	21769944	Marina
    Heights State Farm	$0	$0	$0	 	0	0	Springing	Hard	Office	Lockout/11_>YM
    or 1%/102_0%/7	Actual/360	2,031,293	SF
	12	 	23006974	Dolwick
    Business Center	$0	$1,399,560	$0	Saint
    Elizabeth TI/LC Reserve ($1,142,115), Saint Elizabeth Rent Reserve ($157,763.84), Toyota Boshoku Rent Reserve ($99,681)	0	0	Springing	Springing	Office	Lockout/26_Defeasance/90_0%/4	Actual/360	225,783	SF
	13	 	23176250	5500
    Hellyer Avenue	$0	$3,796,302	$0	Genista
    TI/LC Reserve ($2,236,395), Genista Rent Reserve ($1,125,462), Benchmark TI/LC Reserve ($354,573), Genista Gap Rent Reserve
    ($79,872)	0	0	Springing	Springing	Industrial	Lockout/25_Defeasance/90_0%/5	Actual/360	196,534	SF
	14	 	23063792	Spring
    Hill Logistics Center	$0	$27,500	$0	Comprehensive
    Logistics Reserve	0	0	Springing	Springing	Industrial	Lockout/25_>YM
    or 1%/90_0%/5	Actual/360	498,400	SF
	15	7	23043806	3300
    East 1st Avenue	$0	$198,034	$0	Unfunded
    Obligations Reserve	0	0	Springing	Hard	Mixed
    Use	Lockout/25_Defeasance/91_0%/4	Actual/360	97,770	SF
	16	8	23314516	The
    Commons	$0	$173,821	$0	Unfunded
    Obligations Reserve	0	0	Springing	Hard	Retail	Lockout/24_Defeasance/92_0%/4	Actual/360	148,277	SF
	17	 	23347272	Market
    at Crenshaw	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/24_>YM
    or 1%/92_0%/4	Actual/360	105,315	SF
	18	4,
    6	23351455	Davenport
    Commons	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/24_>YM
    or 1%/92_0%/4	Actual/360	403,388	SF
	19	9	2321945	Athens
    Townhomes	$0	$1,925,000	$0	Earnout
    Reserve ($1,750,000), Yield Maintenance Earnout Amount ($175,000)	0	0	None	None	Multifamily	Lockout/24_Defeasance/92_0%/4	Actual/360	135	Units
	20	 	22985530	Naples
    Plaza	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	84,856	SF
	21	10	23005456	Center
    at Pearland II	$0	$65,422	$0	Unfunded
    Obligations Reserve	0	0	Springing	Springing	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	90,336	SF
	22	11	22999703	Holiday
    Inn Express Toledo West	$0	$0	$0	 	0	0	Springing	Springing	Hospitality	Lockout/26_Defeasance/90_0%/4	Actual/360	106	Rooms
	23	 	22778586	Arbor
    Plaza	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/27_>YM
    or 1%/89_0%/4	Actual/360	69,683	SF
	24	4	22558058	Two
    Democracy	$0	$143,760	$71,880	Ground
    Rent Reserve	0	0	In
    Place	Hard	Office	Lockout/28_Defeasance/88_0%/4	Actual/360	275,134	SF
	25	12	23219508	Capital
    Complex	$0	$0	$0	 	0	0	Springing	Springing	Office	Lockout/24_Defeasance/92_0%/4	Actual/360	178,328	SF
	26	 	23042533	Cabela’s
    Farmington	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/25_>YM
    or 1%/91_0%/4	Actual/360	68,885	SF
	27	13	23063870	Courtyard
    Bentonville	$0	$2,535,000	$0	PIP
    Reserve	0	0	Springing	Springing	Hospitality	Lockout/25_Defeasance/91_0%/4	Actual/360	90	Rooms
	28	 	23313687	20151
    Nordhoff Street	$0	$0	$0	 	0	0	Springing	Hard	Office	Lockout/24_Defeasance/92_0%/4	Actual/360	73,595	SF
	29	 	23036062	Shallowford
    Exchange	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/25_Defeasance/91_0%/4	Actual/360	46,291	SF
	30	 	23060255	Roundhouse
    Campus	$0	$0	$0	 	0	0	Springing	Hard	Office	Lockout/25_Defeasance/91_0%/4	Actual/360	66,058	SF
	31	 	23005457	Shops
    at Spring Village	$0	$325,154	$0	Unfunded
    Obligations Reserve	0	0	Springing	Springing	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	20,938	SF
	32	 	23219183	Moses
    Lake Town Center	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/24_Defeasance/91_0%/5	Actual/360	58,075	SF
	33	 	23217813	Dallas
    Commons	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/24_Defeasance/91_0%/5	Actual/360	25,158	SF


 






     


    


    

 

GS10


Exhibit
B - Mortgage Loan Schedule 

 





	1	The monthly debt service shown
    for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only
    period. 
	2	The open period is inclusive of the Maturity
    Date / ARD.
	3	The lockout period will be at least 25 payment
    dates beginning with and including the first payment date of July 2018. For the purpose of this prospectus, the assumed lockout
    period of 25 payment dates is based on the expected GSMS 2018-GS10 securitization closing date in July 2018. The actual lockout
    period may be longer.
	4	The Mortgage Loan is part of a whole loan structure.
    Cut-off Date LTV Ratio, LTV Ratio at Maturity / ARD, 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 Mortgage Loan and any related Pari
    Passu Companion Loans, but excluding any related Subordinate Companion Loans.
	5	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than $1,000,000, the borrower is required to deposit into the TI/LC reserve
    account an Ongoing TI/LC Reserve amount equal to $39,708.
	6	The lockout period will be at least 24 payment
    dates beginning with and including the first payment date of August 2018. For the purpose of this prospectus, the assumed
    lockout period of 24 payment dates is based on the expected GSMS 2018-GS10 securitization closing date in July 2018. The actual
    lockout period may be longer.
	7	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than $97,770, the borrower is required to deposit into the TI/LC reserve account
    an Ongoing TI/LC Reserve amount equal to $8,148.
	8	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than (i) prior to the occurrence of a Critical Tenant Renewal Event, $500,000
    and (ii) from and after the occurrence of a Critical Tenant Renewal Event, $350,000, the borrower is required to deposit into
    the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $12,356.
	9	Upfront Other Reserve ($) represents an earnout
    and a potential yield maintenance reserve. Funds will be held in escrow until the borrower has achieved a debt yield of 8.74%
    on the fully funded amount, completed the construction of 14 additional multifamily units at the property, and provides evidence
    of monthly rents no less than 1/12th of the underwritten base rent. If such conditions are not satisfied by December 13, 2019,
    the reserve is required to be applied to prepay the Athens Townhomes Loan and the related yield maintenance for such prepayment.
	10	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than $120,000, the borrower is required to deposit into the TI/LC reserve account
    an Ongoing TI/LC Reserve amount equal to $5,000.
	11	The Ongoing Replacement Reserve is an FF&E
    reserve in an amount equal to (i) for the Due Dates occurring in June 2018 through May 2019, $6,033, (ii) for the Due Dates
    occurring in June 2019 through May 2020, the greater of (a) the monthly amount required to be reserved pursuant to the franchise
    agreement for the replacement of FF&E or (b) 1/12th of 3% of the operating income of the Mortgaged Property for the previous
    12-month period as determined on the anniversary of the last day of the calendar month in April and (iii) thereafter the greater
    of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b)
    1/12th of 4% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the anniversary
    of the last day of the calendar month in April.
	12	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than $300,000, the borrower is required to deposit into the TI/LC reserve account
    an Ongoing TI/LC Reserve amount equal to $8,333.
	13	The Ongoing Replacement Reserve is an FF&E
    reserve in an amount equal to (i) for the Due Dates occurring in July 2018 through June 2019, $10,247 and (ii) thereafter
    the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E
    or (b) 1/12th of 4% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the
    anniversary of the last day of the calendar month in June.







 






     


    


    




 









EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association

as Certificate Administrator


600 South 4th Street, 7th
Floor, MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2018-GS10


 


GS Mortgage Securities Corporation II

200 West Street


New York, New York 10282


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage
Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders
of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 (the “Certificates”)
in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The Purchaser is not purchasing
a Class R Certificate and the Purchaser is an institution that is an “accredited investor” (an “Institutional
Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the



 


 



 


* Purchaser must include one of the following two certifications.


 




    Exhibit C-1


     


    

 


	 	 	Securities Act of 1933, as amended (the “Securities Act”)
or any entity in which all of the equity owners come within such paragraphs and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser
and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s
investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of
which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection with this transfer.



 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale
in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional Accredited
Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in
the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate)
has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Prospectus relating to the Offered Certificates (and, with respect to Non-Registered Certificates (other
than the Loan-Specific Certificates), the Offering Circular related to such Non-Registered Certificates (other than the Loan-Specific
Certificates), and, with respect to the Loan-Specific Certificates, the Loan-Specific Offering Circular related to such Loan-Specific
Certificates) and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive
answers concerning the terms and conditions of the transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be


 



    Exhibit C-2


     


    

 


reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as
applicable), which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a
U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies of IRS
Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate and state that interest
and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively connected with a
U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E,
IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S.


 





**
Each Purchaser must include one of the two alternative certifications.


 


*** Does not apply to a transfer
of Class R Certificates.


 




    Exhibit C-3


     


    

 


Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.       Please
make all payments due on the Certificates:****


 


	 	☐	(a)	by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 







		Bank:	 	






		ABA
                                         #:	 	





		Account
                                         #:	 	





		Attention:	 	


  





	 	☐	(b)	by
mailing a check or draft to the following address:








		 	





		 	





		 	




 


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very
    truly yours,
	 	 
	 	[The
    Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 


 



 


**** Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders
of the Definitive Certificates, wire transfers are only available if such holder’s Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 



    Exhibit C-4


     


    

 





EXHIBIT D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor, MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services – GS 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of July 1, 2018, by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont
Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer



 





	STATE
    OF	)
	 
	 	)
	ss.:
	COUNTY OF	)
	 


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the
(i) “Lower-Tier REMIC,” (ii) “Upper-Tier
REMIC” and (iii) “Trust Subordinate Companion Loan REMIC,” respectively, relating to the Certificates
for which an election is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.
For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other


 



    Exhibit D-1-1


     


    

 


than an instrumentality
which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality
of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the
Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any other Person so designated
by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate
Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class
R Certificate by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding
or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall have
the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.         The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.         The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.         No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.         The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.         Check
the applicable paragraph:


 


☐        The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)        the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 



    Exhibit D-1-2


     


    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code
if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will
compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed
using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer
and the compounding period used by the Purchaser.


 


☐        The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)        the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)      the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury
Regulations Section 1.860E-1(c)(5); and


 


(iv)      the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐        None of the
above.


 


9.         The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 



    Exhibit D-1-3


     


    

 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-1-4


     


    

 





On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 


	 	 
	 	NOTARY PUBLIC in
    and for the

    State of _______________



 


[SEAL]


 


My
Commission expires:


________________



 


 




    Exhibit D-1-5


     


    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor, MAC: N9300-070


Minneapolis, Minnesota 55479


Attention:
Corporate Trust Services – GS 2018-GS10


 


		Re:	GS Mortgage
Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, Class R (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2018 (the “Pooling and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC,
as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable


 



    Exhibit D-2-1


     


    

 


for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very
    truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-2-2


     


    

 





EXHIBIT D-3


 


FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS
OF THE RR INTERESTS


 


[Date]


 


Wells Fargo Bank, National Association

as Certificate Administrator

600 South 4th Street, 7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust Services (CMBS)


 


Goldman Sachs Mortgage Company,

as Sponsor

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 (the “Certificates”) issued, and the RR Interests created, pursuant to the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of July 1, 2018, between GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer.



 


Ladies and Gentlemen:


 


[_____] (the “Transferee”)
hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	[[_____] (the “Transferor”)
is transferring $[_____] [Pooled][1000 Wilshire] RR Interest Balance of the [Pooled][1000 Wilshire] RR Interest to [______] (the
“Transferee”).] [The [_____] (the “Transferor”) is transferring $[_____] [Pooled][1000 Wilshire]
RR Interest Balance of the [Pooled][1000 Wilshire] RR Interest to [_____] (the “Transferee”) that is a Permitted
Lender in a repurchase transaction.] [The [_____] (the “Transferor”) is



 



    Exhibit D-3-1


     


    

 


		 	granting a security interest in the [Pooled][1000 Wilshire] RR Interest to
[_____] (the “Transferee”) that is a Permitted Lender.]



 


		2.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in
compliance with the Pooling and Servicing Agreement.



 


		3.	The Transferee is aware that the Certificate Registrar will not recognize any Transfer of any portion
of the [Pooled][1000 Wilshire] RR Interest by the Transferor unless the Transferee, or the Transferee’s agent, delivers to
the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Transferee
expressly agrees that it will not consummate any such Transfer if it knows or believes that any representation contained in such
certificate is false.



 


		4.	The Transferee is not and will not become (i) an “employee benefit plan” within the
meaning of Section 3(3) of ERISA that is subject to the fiduciary responsibility provisions of ERISA, (ii) a “plan”
within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (iii) a plan or arrangement subject
to any federal, state or local law materially similar to the foregoing provisions of ERISA or the Code (“Similar Law”)
(iv) a Person whose assets include the assets of any such employee benefit plan or plan within the meaning of Department of Labor
Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA or otherwise (each of (i), (ii), (iii) and (iv), a “Benefit
Plan”), or (v) any person acting on behalf of any such Benefit Plan or using the assets of a Benefit Plan to purchase
the [Pooled][1000 Wilshire] RR Interest.



 


		5.	Check one of the following:



 


		☐	The Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The Transferee is the Sponsor or a “majority-owned affiliate”, as such term is defined
in the Risk Retention Rule (a “Majority-Owned Affiliate”) of the Sponsor;



 


		B.	The Transferee is not acquiring the [Pooled][1000 Wilshire] RR Interest as a nominee, trustee or
agent for any person that is not the Sponsor or a Majority-Owned Affiliate of the Sponsor;



 


		C.	If the Transferee is a Majority-Owned Affiliate of the Sponsor, for so long as it retains its interest
in the [Pooled][1000 Wilshire] RR Interest, it will remain a Majority-Owned Affiliate of the Sponsor;



 


		D.	The Transferee is not a Non-Exempt Person; and



 


		E.	The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary
upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the [Pooled][1000 Wilshire] RR Interest
will satisfy



 



    Exhibit D-3-2


     


    

 


	 	 	the risk retention requirements of the Sponsor, in its capacity as “sponsor” under the Risk Retention
Rule.



 


		☐	The Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The Transferee is a Permitted Lender;



 


		B.	It is not acquiring an interest in the [Pooled][1000 Wilshire] RR Interest as a nominee, trustee
or agent for any person that is not a Permitted Lender, and that for so long as it retains its interest in the [Pooled][1000 Wilshire]
RR Interest, it will remain a Permitted Lender; and



 


		C.	The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary
upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of an interest in the [Pooled][1000
Wilshire] RR Interest will satisfy the risk retention requirements of the Sponsor, in its capacity as “Sponsor” under
the Risk Retention Rule.



 


		6.	Check one of the following:



 


☐        The
Transferee is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form
W-9 (or successor form).


 


☐        The
Transferee is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The
Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Transferee
as the beneficial owner of the Certificate(s) and states that such Transferee is not a U.S. Person, (ii) two duly executed copies
of IRS Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which
identify such Transferee as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the
U.S. Securities is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy of IRS
Form W-8EXP. The Transferee agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form
W-8IMY, IRS Form W-8ECI or IRS Form W-8EXP, as the case may be, any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.


 


For purposes of this
paragraph 6, “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to
the extent provided in applicable Treasury regulations), or other entity created or organized in or under the laws of the United
States, any


 



    Exhibit D-3-3


     


    

 


state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


 


		7.	All distributions to be made to the Transferee pursuant to the Pooling and Servicing Agreement
should be made to:



 


[INSERT
WIRE TRANSFER INFORMATION]


 


Bank:


Account
No.:  


Attention:


Ref:


ABA No.:


 


		8.	Any communications to the Transferee pursuant to the Pooling and Servicing Agreement should be
provided to:



 


[INSERT
CONTACT INFORMATION]


 


[NAME]


[ADDRESS]


Fax
number: 


Telephone:


 E-mail:




 


All capitalized terms
used but not defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Transferee has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 


	 	[TRANSFEREE]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-3-4


     


    

 


EXHIBIT D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
OF THE RR INTERESTS


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


600 South 4th Street, 7th Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust Services (CMBS)


 


Goldman Sachs Mortgage Company,

as Sponsor

Email: leah.nivison@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com


 


GS Mortgage Securities Corporation II

Email: leah.nivison@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com


 


Cadwalader, Wickersham & Taft, LLP

200 Liberty Street

New York, New York 10281

Email: lisa.pauquette@cwt.com


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 (the “Certificates”) issued, and the RR Interests created, pursuant to the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of July 1, 2018, between GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer.



 


Ladies
and Gentlemen:


 


[_____] (the “Transferor”)
hereby certifies, represents and warrants to each of the addressees hereto:


 



    Exhibit D-4-1


     


    

 


		1.	[[_____] (the “Transferor”) is transferring $[_____] [Pooled][1000 Wilshire] RR Interest
Balance of the [Pooled][1000 Wilshire] RR Interest to [______] (the “Transferee”).] [The [_____] (the “Transferor”)
is transferring $[_____] [Pooled][1000 Wilshire] RR Interest Balance of the [Pooled][1000 Wilshire] RR Interest to [_____] (the
“Transferee”) that is a Permitted Lender in a repurchase transaction.] [The [_____] (the “Transferor”)
is granting a security interest in the [Pooled][1000 Wilshire] RR Interest to [_____] (the “Transferee”) that
is a Permitted Lender.]



 


		2.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in
compliance with the Pooling and Servicing Agreement.



 


		3.	The Transferor is aware that the Certificate Registrar will not recognize any Transfer of any portion
of the [Pooled][1000 Wilshire] RR Interest by the Transferor unless the Transferor, or the Transferor’s agent, delivers to
the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Transferor
expressly agrees that it will not consummate any such Transfer if it knows or believes that any representation contained in such
certificate is false.



 


		4.	Check one of the following:



 


		☐	[The Transferor is the Sponsor,] and the Transferor certifies, represents and warrants to you that:



 


		A.	The Transferee is the Sponsor or a “majority-owned affiliate”, as such term is defined
in the Risk Retention Rule (a “Majority-Owned Affiliate”) of the Sponsor; and



 


		B.	To the Transferor’s knowledge, the Transferee is not acquiring the [Pooled][1000 Wilshire]
RR Interest as a nominee, trustee or agent for any person that is not the Sponsor or a Majority-Owned Affiliate of the Sponsor.



 


		☐	The Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The Transferee is a Permitted Lender;



 


		B.	The Transferor’s knowledge, the Transferee is not a Non-Exempt Person.



 


		C.	To the knowledge of the Transferor, the Transferee is not acquiring an interest in the [Pooled][1000
Wilshire] RR Interest as a nominee, trustee or agent for any person that is not a Permitted Lender, and that for so long as it
retains its interest in the [Pooled][1000 Wilshire] RR Interest, it will remain a Permitted Lender.



 



    Exhibit D-4-2


     


    

 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation
contained therein is false.



 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 


	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-4-3


     


    

 





EXHIBIT D-5


 


FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS
OF THE HRR CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – GSMS 2018-GS10


 


With a copy to: riskretentioncustody@wellsfargo.com


 


Goldman Sachs Mortgage Company,

as Sponsor

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of July 1, 2018, between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate
Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer.



 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate Balance
of the Class [G-RR][H-RR] Certificates from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of any portion
of the HRR Certificates by the Transferor unless the Purchaser, or such 



 



    Exhibit D-5-1


     


    

 


	 	 	Purchaser’s agent, delivers to the Certificate Registrar,
among other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will
not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.



 


		3.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Sponsor and the Transferor (the “Risk Retention Agreement”).



 


		4.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the HRR Certificates, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected through Goldman Sachs & Co. LLC and
Academy Securities, Inc. or an Affiliate thereof.



 


		5.	Check one of the following:



 


☐        The
Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the HRR Certificates as a nominee, trustee or agent for any person that is
not a Majority-Owned Affiliate, and that for so long as it retains its interest in the HRR Certificates, it will remain a Majority-Owned
Affiliate.



 


		C.	It will deliver a joinder agreement substantially in the form attached to the Risk Retention Agreement
pursuant to which it has agreed to be bound by the terms of the Risk Retention Agreement to the same extent as if it was the Transferor
itself.



 


☐        The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants
to each of the addressees hereto that:


 


		A.	It will execute and deliver to the Sponsor a new credit risk retention agreement in accordance
with the Risk Retention Agreement.



 


		B.	If required by the Sponsor, an affiliate of the Purchaser will execute and deliver a guaranty,
if required under the Risk Retention Agreement.



 


		C.	It will comply with any additional requirements and satisfy any additional conditions set forth
under the Risk Retention Agreement applicable to the Transfer and the Purchaser as a subsequent Third Party Purchaser.



 



    Exhibit D-5-2


     


    

 


☐        The
Transfer will occur after the termination of the HRR Transfer Restriction Period.


 


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 senior officer this ___day of _________,
20__.


 


	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-5-3


     


    

 





EXHIBIT D-6


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
OF THE HRR CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – GSMS 2018-GS10


 


With a copy to: riskretentioncustody@wellsfargo.com


 


Goldman Sachs Mortgage Company,

as Sponsor

Email: leah.nivison@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com


 


GS Mortgage Securities Corporation II

Email: leah.nivison@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com


 


Cadwalader, Wickersham & Taft, LLP

200 Liberty Street

New York, New York 10281

Email: lisa.pauquette@cwt.com


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to [______]
(the “Transferee”) of [$[_____] aggregate Certificate Balance of the Class [G-RR][H-RR] Certificates]. The Certificates
were issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined
herein


 



    Exhibit D-6-1


     


    

 


shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you that:


 


		1.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Sponsor and the Transferor (the “Risk Retention Agreement”) and the Pooling and Servicing Agreement.



 


		2.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the HRR Certificates, to the Transferor’s knowledge (a) all of the conditions of Parts I and III of PTCE 95-60 will be
satisfied with respect to the acquisition of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected
through Goldman Sachs & Co. LLC and Academy Securities, Inc. or an Affiliate thereof.



 


		3.	Check one of the following:



 


☐        The
Transferor certifies, represents and warrants to you that:


 


		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to a Majority-Owned Affiliate.



 


☐        The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants
to you that:


 


		A.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to subsequent Third Party Purchasers.



 


☐        The
Transfer will occur after the termination of the HRR Transfer Restriction Period.


 


		4.	The Transferor certifies, represents and warrants to you that the Transferor has provided notice
of the Transfer to the Sponsor and [check one of the following]:



 


☐        The
Sponsor has consented to the Transfer, a copy of which is attached hereto.


 


☐        At
least ten (10) Business Days have passed since the Sponsor’s receipt of such written notice, and the Sponsor has not responded
to the Transferor.


 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-6. The Transferor does not know or believe that any
representation contained therein is false.



 



    Exhibit D-6-2


     


    

 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 


	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-6-3


     


    

 





EXHIBIT D-7


 


FORM OF REQUEST OF SPONSOR CONSENT FOR
RELEASE OF THE HRR CERTIFICATES


 


[Date]






 


TO BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE
ADMINISTRATOR BY THIRD PARTY PURCHASER


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody –
GS 2018-GS10


Email: RiskRetentionCustody@wellsfargo.com


 


TO BE SENT BY ELECTRONIC MAIL TO THE RETAINING
SPONSOR BY WELLS FARGO


Goldman Sachs Mortgage Company,


as Sponsor


Email: leah.nivison@gs.com


Email: joe.osbourne@gs.com


Email: gs-refgsecuritization@gs.com


 


GS Mortgage Securities Corporation II,


as Depositor


Email: leah.nivison@gs.com


Email: joe.osbourne@gs.com


Email: gs-refgsecuritization@gs.com


 


Cadwalader, Wickersham & Taft, LLP


200 Liberty Street


New York, New York 10281


Email: lisa.pauquette@cwt.com


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class [G-RR][H-RR]
Certificates from the Third Party Purchaser Safekeeping Account [and, in connection with the termination of the Risk Retention
Rule, request to convert such Class HRR Certificates to a Book-Entry Certificate pursuant to the enclosed transfer certificate].


 



    Exhibit D-7-1


     


    

 


The Certificates were
issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


Add any further explanation for the request
for release [and conversion] below:


 





	 
	 
	 
	 
	 
	 


 


The Third Party Purchaser
hereby requests your written consent to the Release [and conversion to a Book-Entry Certificate] .


 


IMPORTANT NOTICE: IF YOU
FAIL TO RESPOND TO THE CERTIFICATE ADMINISTRATOR IN WRITING AT THE CONTACT INFORMATION SET FORTH BELOW WITHIN 10 BUSINESS DAYS
AFTER YOUR RECEIPT OF THIS REQUEST, THEN THE RELEASE WILL BE DEEMED TO HAVE BEEN APPROVED BY YOU UNDER THE POOLING AND SERVICING
AGREEMENT.


 



    Exhibit D-7-2


     


    

 





The contact information of the Certificate Administrator
is:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – GS 2018-GS10

Email: RiskRetentionCustody@wellsfargo.com


 








	 	Sincerely,
	 	 	 
	 	[THIRD PARTY PURCHASER]




	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





CONSENT
TO RELEASE:


 


RETAINING
SPONSOR


 





	By:	 
	Name:	 
	Title:	 
	Email:	 


 



    Exhibit D-7-3


     


    

 





EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 





	Loan
    Information
	 
	 	Name of Mortgagor:	
	 	 	 
	 	[Master Servicer] 	 
	 	

         [General Special Servicer]

[1000
Wilshire Special Servicer] 

Loan No.: 
	
			
	Custodian
	 
	 	Name:	Wells Fargo Bank,
    National Association
	 	 	 
	 	Address:	1055 10th
    Avenue SE

    Minneapolis, MN 55414

    Attention: Corporate Trust Services (CMBS)

    GS Mortgage Securities Trust 2018-GS10
	 	 	 
	 	Custodian/Trustee Mortgage File No.:	
	Depositor
	 	Name:	GS Mortgage Securities
    Corporation II
	 	 	 
	 	Address:	200
        West Street

        New York, New York 10282

        Attention: Leah Nivison 

	 	 	 
	 	Certificates:	GS Mortgage Securities
    Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10


 


The undersigned [Master
Servicer] [General Special Servicer] [1000 Wilshire Special Servicer] hereby requests delivery from Wells Fargo Bank, National
Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of GS Mortgage
Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, 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 July 1, 2018, by and among GS Mortgage Securities Corporation II,
as Depositor, Wells Fargo Bank, National


 



    Exhibit E-1


     


    

 


Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer (the “Pooling and Servicing Agreement”).


 


( )                     ___________________________


 


( )                     ___________________________


 


( )                     ___________________________


 


( )                     ___________________________


 


The undersigned [Master
Servicer] [General Special Servicer] [1000 Wilshire Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [General Special Servicer] [1000 Wilshire Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [General Special Servicer] [1000 Wilshire Special Servicer] shall not cause or permit the Documents to become
subject to, or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall
the [Master Servicer] [Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or
any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [General Special Servicer] [1000 Wilshire Special Servicer] shall return the Documents to the Custodian when
the need therefor no longer exists, unless the Mortgage Loans and the Trust Subordinate Companion Loan have been liquidated or
the Mortgage Loans and the Trust Subordinate Companion Loan have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[General Special Servicer] [1000 Wilshire Special Servicer] shall at all times be earmarked for the account of the Trustee, and
the [Master Servicer] [General Special Servicer] [1000 Wilshire Special Servicer] shall keep the Documents separate and distinct
from all other property in the [Master Servicer’s] [General Special Servicer’s] [1000 Wilshire Special Servicer’s]
possession, custody or control.


 



    Exhibit E-2


     


    

 





	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 



    Exhibit E-3


     


    

 





EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


600 South 4th Street, 7th Floor, MAC:
N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS)


GS Mortgage Securities Trust
2018-GS10


 


GS Mortgage Securities Corporation II

200 West Street


New York, New York, 10282


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the GS Mortgage Securities Trust
2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, Class [F][G-RR][H-RR][WLS-C][WLS-D][WLS-E] Certificates
issued pursuant to that certain Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any
other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or
using the assets of any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section
3(42) of


 



    Exhibit F-1-1


     


    

 


ERISA), other than an insurance company using the assets of its “insurance company general account” (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that
would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 1000 Wilshire Special Servicer, the Initial Purchasers, the Loan-Specific Initial Purchaser, the Operating
Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities
under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement,
which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the General Special Servicer, the 1000
Wilshire Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers, the Loan-Specific Initial Purchaser or the Trust Fund.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 



    Exhibit F-1-2


     


    

 





EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding [CLASS R Certificates][CLASS S CERTIFICATES][THE RR INTERESTS]


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


600 South 4th Street,
7th Floor, MAC: N9300-070


Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2018-GS10


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in [the GS Mortgage Securities Trust 2018-GS10,
Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, Class [R][S] Certificates (the “Class [R][S] Certificate”)
issued][the [Pooled][1000 Wilshire] RR Interest created] pursuant to that certain Pooling and Servicing Agreement dated as of July
1, 2018 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont
Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class [R][S] Certificate][[Pooled][1000
Wilshire] RR Interest], the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section
3(32) of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person
acting on behalf of any such Plan or using the assets of a Plan (within the meaning of Department of Labor


 



    Exhibit F-2-1


     


    

 


Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such [Class [R][S] Certificate][[Pooled][1000 Wilshire] RR Interest].


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit F-2-2


     


    

 





EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 



    Exhibit G-1


     


    

 





EXHIBIT H


 


SUPPLEMENTAL SERVICER SCHEDULE


 



    Exhibit H-1


     


    



 





GS10


Exhibit
H - Supplemental Servicer Schedule






 


	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Borrower
    Name	General
    Property Type	Original
    Balance ($)	Origination
    Date	Original
    Amortization Term (Mos.)	Remaining
    Amortization Term (Mos.)	Carve-out
    Guarantor	Letter
    of Credit	Upfront
    RE Tax Reserve ($)	Ongoing
    RE Tax Reserve ($)	Upfront
    Insurance Reserve ($)
	1	4,
    5	22905340	GSMC	GSK
    North American HQ	KIM
    Five Crescent Drive LLC	Office	$75,150,000	5/7/2018	0	0	None	No	$0	$0	$0
	2	6	22352278	GSMC	1000
    Wilshire	CRE
    1000 Wilshire, LLC	Office	$65,250,000	2/23/2018	0	0	Cerberus
    Institutional Real Estate Partners IV, L.P.	No	$0	$0	$0
	3	 	22912369	GSMC	Aliso
    Creek Apartments	Aliso
    Creek Apartment Partners, LLC	Multifamily	$63,000,000	3/29/2018	0	0	Geoffrey
    L. Stack, Geoffrey L. Stack, as Trustee of the Stack Revocable Trust Dated July 30, 2009 and Anthony Rossi, Sr.	No	$58,053	$58,053	$0
	4	 	22985101	GSMC	Commonwealth
    Centre	Commonwealth
    Owner LLC	Office	$49,000,000	4/11/2018	0	0	None	No	$0	$0	$0
	5	 	23220079	GSMC	MOA
    Hotel Leased Fee Portfolio	North
    Pad Hotel, LLC and South Pad Hotel, LLC	 	$43,336,000	6/14/2018	0	0	7
    Crowns Corporation	No	$0	$0	$3,315
	5.01	 	23220079	 	Radisson
    Blu at Mall of America - Ground Lease	 	Ground
    Leased Land	 	 	 	 	 	 	 	 	 
	5.02	 	23220079	 	JW
    Marriott at Mall of America - Ground Lease	 	Ground
    Leased Land	 	 	 	 	 	 	 	 	 
	6	5,
    7	23313835	GSMC	FXI
    Portfolio	NM
    FX, L.L.C. and NM FX Mexico, S. de R.L. de C.V.	 	$43,000,000	6/20/2018	360	360	New
    Mountain Net Lease Corporation and New Mountain Net Lease Partners Corporation	No	$0	$0	$0
	6.01	 	23313835	 	FXI
    Portland OR	 	Industrial	 	 	 	 	 	 	 	 	 
	6.02	 	23313835	 	FXI
    Auburn IN	 	Industrial	 	 	 	 	 	 	 	 	 
	6.03	 	23313835	 	FXI
    Santa Teresa NM	 	Industrial	 	 	 	 	 	 	 	 	 
	6.04	 	23313835	 	FXI
    Verona MS	 	Industrial	 	 	 	 	 	 	 	 	 
	6.05	 	23313835	 	FXI
    Corry PA	 	Industrial	 	 	 	 	 	 	 	 	 
	6.06	 	23313835	 	FXI
    Fort Wayne IN	 	Industrial	 	 	 	 	 	 	 	 	 
	6.07	 	23313835	 	FXI
    Cuautitlan MX	 	Industrial	 	 	 	 	 	 	 	 	 
	7	5	22575939	GSMC	U.S.
    Industrial Portfolio	SC
    USIP Property Company, LLC	 	$41,800,000	3/2/2018	0	0	Michael
    W. Brennan, Robert G. Vanecko, Scott D. McKibben, Samuel A. Mandarino, Eduardo Paneque, Brad O’Halloran, Allen Crosswell,
    Troy MacMane and Greenwood Holding Company, LLC	No	$0	$0	$0
	7.01	 	22575939	 	DialogDirect	 	Industrial	 	 	 	 	 	 	 	 	 
	7.02	 	22575939	 	JIT
    Packaging	 	Industrial	 	 	 	 	 	 	 	 	 
	7.03	 	22575939	 	Markel	 	Industrial	 	 	 	 	 	 	 	 	 
	7.04	 	22575939	 	Dedicated
    Logistics	 	Industrial	 	 	 	 	 	 	 	 	 
	7.05	 	22575939	 	Wilbert	 	Industrial	 	 	 	 	 	 	 	 	 
	7.06	 	22575939	 	Matandy
    Steel	 	Industrial	 	 	 	 	 	 	 	 	 
	7.07	 	22575939	 	Landmark
    Plastics	 	Industrial	 	 	 	 	 	 	 	 	 
	7.08	 	22575939	 	Rohrer
    Corporation (OH)	 	Industrial	 	 	 	 	 	 	 	 	 
	7.09	 	22575939	 	Rohrer
    Corporation (IL)	 	Industrial	 	 	 	 	 	 	 	 	 
	7.10	 	22575939	 	Rohrer
    Corporation (GA)	 	Industrial	 	 	 	 	 	 	 	 	 
	7.11	 	22575939	 	AAP
    Metals	 	Industrial	 	 	 	 	 	 	 	 	 
	8	5,
    7	23344631	GSMC	Quality
    RV Resorts	QRV
    Allstar, LLC, QRV Mont Belvieu, LLC, QRV Brazoria, LLC, QRV Fallbrook, LLC, QRV Greenlake, LLC, QRV Hwy 6, LLC, QRV Lakeview,
    LLC and QRV Southlake, LLC	 	$35,000,000	6/25/2018	360	360	Stonetown
    5, LLLP	No	$392,917	$56,131	$0
	8.01	 	23344631	 	Quality
    RV Resorts Lakeview	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 
	8.02	 	23344631	 	Quality
    RV Resorts Brazoria	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 
	8.03	 	23344631	 	Quality
    RV Resorts Highway Six	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 
	8.04	 	23344631	 	Quality
    RV Resorts Mont Belvieu	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 
	8.05	 	23344631	 	Quality
    RV Resorts Greenlake	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 
	8.06	 	23344631	 	Quality
    RV Resorts Fallbrook	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 
	8.07	 	23344631	 	Quality
    RV Resorts Southlake	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 
	8.08	 	23344631	 	Quality
    RV Resorts Allstar	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 
	9	 	22985103	GSMC	Thorncreek
    Crossing	GKT
    Thorncreek Plaza, L.L.C.	Retail	$33,750,000	4/11/2018	360	360	E.
    Stanley Kroenke and James N. Gordon	No	$0	$0	$0
	10	 	23024774	GSMC	SanTan
    Village Marketplace	SanTan
    MP LP	Retail	$33,475,000	5/11/2018	0	0	Richard
    A. Margolis and Phillip A. Duke	No	$144,505	$48,168	$0
	11	5	21769944	GSMC	Marina
    Heights State Farm	Corporate
    Properties Tempe SPE, L.L.C.	Office	$27,500,000	12/7/2017	0	0	None	No	$0	$0	$0
	12	 	23006974	GSMC	Dolwick
    Business Center	Dolwick
    Business Center, LLC	Office	$26,000,000	5/4/2018	360	358	Corporex
    Companies, LLC	No	$78,707	$13,118	$0
	13	 	23176250	GSMC	5500
    Hellyer Avenue	Willyo
    Properties LP	Industrial	$25,590,000	6/5/2018	360	359	Jason
    A. Hammerman	No	$130,775	$43,592	$4,942
	14	 	23063792	GSMC	Spring
    Hill Logistics Center	Spring
    Hill Beechcroft Road I LLC and Spring Hill Beechcroft Road II LLC	Industrial	$25,000,000	5/31/2018	0	0	Legacy
    Properties Group, Inc.	No	$0	$0	$0
	15	8	23043806	GSMC	3300
    East 1st Avenue	GRE
    3300 East 1st Avenue Owner, LLC	Mixed
    Use	$24,400,000	5/18/2018	0	0	GEM
    Realty Evergreen Fund, L.P.	No	$0	$0	$0
	16	9	23314516	GSMC	The
    Commons	The
    Commons Reno, LLC	Retail	$21,500,000	6/20/2018	360	360	Kamyar
    Mateen and Tyler Mateen	No	$84,882	$16,976	$0
	17	 	23347272	GSMC	Market
    at Crenshaw	Crenshaw
    Entrepreneurs, LLC	Retail	$17,250,000	6/28/2018	360	360	Nadyrshah
    “Nick” Dhanani 	No	$228,578	$32,654	$14,807
	18	5,
    7	23351455	GSMC	Davenport
    Commons	THF
    Davenport North Development, L.L.C.	Retail	$15,000,000	7/3/2018	360	360	E.
    Stanley Kroenke	No	$0	$0	$0
	19	10	2321945	GSMC	Athens
    Townhomes	PG
    Athens Apartments II, LLC	Multifamily	$14,700,000	6/13/2018	360	360	Paul
    Grammas	No	$20,195	$20,195	$5,526
	20	 	22985530	GSMC	Naples
    Plaza	Milan
    SoCal III, LLC and Pelican Investments Naples LLC	Retail	$12,700,000	4/17/2018	0	0	Claus
    Dieckell and Chuck Le	No	$40,922	$20,461	$0
	21	11	23005456	GSMC	Center
    at Pearland II	Pearland
    Dunhill 2 LLC	Retail	$12,400,000	5/2/2018	0	0	William
    L. Hutchinson	No	$0	$0	$0
	22	12	22999703	GSMC	Holiday
    Inn Express Toledo West	Westgate
    Lodging LLC	Hospitality	$11,620,000	4/24/2018	360	358	Saad
    Roumaya, Jonathan Roumaya, Jabbar Yousif and Martin Yousif	No	$115,846	$19,887	$6,322
	23	 	22778586	GSMC	Arbor
    Plaza	GKT
    Arbor Plaza, L.L.C.	Retail	$10,850,000	3/15/2018	360	360	E.
    Stanley Kroenke	No	$0	$0	$0
	24	5	22558058	GSMC	Two
    Democracy	Second
    Rock Spring Park Limited Partnership	Office	$10,000,000	2/15/2018	360	356	Second
    Rock Spring Park, LLC 	Yes	$383,084	$63,847	$0
	25	13	23219508	GSMC	Capital
    Complex	Rainier
    Capital Complex Acquisitions, LLC	Office	$9,687,000	6/13/2018	360	360	J.
    Kenneth Dunn	No	$43,146	$5,393	$0
	26	 	23042533	GSMC	Cabela’s
    Farmington	SN
    Farmington LLC	Retail	$9,200,000	5/18/2018	0	0	Security
    National Financial Corporation	No	$0	$0	$0
	27	14	23063870	GSMC	Courtyard
    Bentonville	NWA
    Hotel Opportunity, LLC	Hospitality	$9,200,000	6/1/2018	360	360	J
    & S Hardin Holdings, LP, Delton Smith and William Harrison Smith	No	$68,231	$7,581	$0
	28	 	23313687	GSMC	20151
    Nordhoff Street	F&KAC,
    LLC	Office	$9,000,000	6/19/2018	360	360	Albert
    Moradi	No	$78,623	$0	$0
	29	 	23036062	GSMC	Shallowford
    Exchange	Shallowford
    LLC	Retail	$9,000,000	5/15/2018	360	359	Altaf
    Lal	No	$84,083	$10,510	$0
	30	 	23060255	GSMC	Roundhouse
    Campus	125
    Presumpscot SPE LLC and Presumpscot-Portland Investors LLC	Office	$7,524,000	5/24/2018	360	360	William
    M. Bennett	No	$28,740	$7,185	$0
	31	 	23005457	GSMC	Shops
    at Spring Village	WSS
    Retail-Shops at Spring Village, LLC	Retail	$7,150,000	5/2/2018	360	360	Anderson
    G. Smith	No	$28,994	$5,799	$14,532
	32	 	23219183	GSMC	Moses
    Lake Town Center	RI
    - Moses Lake, LLC and RI - Moses Lake II, LLC	Retail	$6,700,000	6/11/2018	0	0	Read
    Seven, LLC	No	$27,029	$6,757	$0
	33	 	23217813	GSMC	Dallas
    Commons	Dallas
    Commons, LLC	Retail	$6,150,000	6/8/2018	360	360	Ernest
    W. Livingston, Jr.	No	$25,400	$3,175	$0




    


     


    

GS10


Exhibit
H - Supplemental Servicer Schedule



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Ongoing
    Insurance Reserve ($)	Upfront
    Replacement Reserve ($)	Ongoing
    Replacement Reserve ($)	Replacement
    Reserve Caps ($)	Upfront
    TI/LC Reserve ($)	Ongoing
    TI/LC Reserve ($)	TI/LC
    Caps ($)	Upfront
    Debt Service Reserve ($)	Ongoing
    Debt Service Reserve ($)	Upfront
    Deferred Maintenance Reserve ($)	Ongoing
    Deferred Maintenance Reserve ($)
	1	4,
    5	22905340	GSMC	GSK
    North American HQ	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	2	6	22352278	GSMC	1000
    Wilshire	$0	$0	$0	$0	$3,000,000	$0	$1,000,000	$0	$0	$0	$0
	3	 	22912369	GSMC	Aliso
    Creek Apartments	$0	$0	$11,623	$0	$0	$0	$0	$0	$0	$0	$0
	4	 	22985101	GSMC	Commonwealth
    Centre	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	5	 	23220079	GSMC	MOA
    Hotel Leased Fee Portfolio	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	5.01	 	23220079	 	Radisson
    Blu at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	 	 	 
	5.02	 	23220079	 	JW
    Marriott at Mall of America - Ground Lease	 	 	 	 	 	 	 	 	 	 	 
	6	5,
    7	23313835	GSMC	FXI
    Portfolio	$0	$0	$0	$635,502	$0	$0	$3,177,512	$0	$0	$413,203	$0
	6.01	 	23313835	 	FXI
    Portland OR	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	23313835	 	FXI
    Auburn IN	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	23313835	 	FXI
    Santa Teresa NM	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	23313835	 	FXI
    Verona MS	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	23313835	 	FXI
    Corry PA	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	23313835	 	FXI
    Fort Wayne IN	 	 	 	 	 	 	 	 	 	 	 
	6.07	 	23313835	 	FXI
    Cuautitlan MX	 	 	 	 	 	 	 	 	 	 	 
	7	5	22575939	GSMC	U.S.
    Industrial Portfolio	$0	$0	$0	$540,238	$0	$0	$2,025,894	$0	$0	$0	$0
	7.01	 	22575939	 	DialogDirect	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	22575939	 	JIT
    Packaging	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	22575939	 	Markel	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	22575939	 	Dedicated
    Logistics	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	22575939	 	Wilbert	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	22575939	 	Matandy
    Steel	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	22575939	 	Landmark
    Plastics	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	22575939	 	Rohrer
    Corporation (OH)	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	22575939	 	Rohrer
    Corporation (IL)	 	 	 	 	 	 	 	 	 	 	 
	7.10	 	22575939	 	Rohrer
    Corporation (GA)	 	 	 	 	 	 	 	 	 	 	 
	7.11	 	22575939	 	AAP
    Metals	 	 	 	 	 	 	 	 	 	 	 
	8	5,
    7	23344631	GSMC	Quality
    RV Resorts	$0	$0	$3,481	$125,325	$0	$0	$0	$0	$0	$550	$0
	8.01	 	23344631	 	Quality
    RV Resorts Lakeview	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	23344631	 	Quality
    RV Resorts Brazoria	 	 	 	 	 	 	 	 	 	 	 
	8.03	 	23344631	 	Quality
    RV Resorts Highway Six	 	 	 	 	 	 	 	 	 	 	 
	8.04	 	23344631	 	Quality
    RV Resorts Mont Belvieu	 	 	 	 	 	 	 	 	 	 	 
	8.05	 	23344631	 	Quality
    RV Resorts Greenlake	 	 	 	 	 	 	 	 	 	 	 
	8.06	 	23344631	 	Quality
    RV Resorts Fallbrook	 	 	 	 	 	 	 	 	 	 	 
	8.07	 	23344631	 	Quality
    RV Resorts Southlake	 	 	 	 	 	 	 	 	 	 	 
	8.08	 	23344631	 	Quality
    RV Resorts Allstar	 	 	 	 	 	 	 	 	 	 	 
	9	 	22985103	GSMC	Thorncreek
    Crossing	$0	$0	$0	$0	$0	$0	$600,000	$0	$0	$0	$0
	10	 	23024774	GSMC	SanTan
    Village Marketplace	$0	$0	$4,522	$217,042	$0	$0	$428,000	$0	$0	$0	$0
	11	5	21769944	GSMC	Marina
    Heights State Farm	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	12	 	23006974	GSMC	Dolwick
    Business Center	$0	$0	$2,822	$200,000	$0	$18,815	$750,000	$0	$0	$0	$0
	13	 	23176250	GSMC	5500
    Hellyer Avenue	$4,942	$0	$3,276	$78,614	$0	$0	$0	$0	$0	$0	$0
	14	 	23063792	GSMC	Spring
    Hill Logistics Center	$0	$0	$4,153	$200,000	$0	$20,833	$750,000	$0	$0	$0	$0
	15	8	23043806	GSMC	3300
    East 1st Avenue	$0	$0	$0	$19,554	$500,000	$0	$97,770	$0	$0	$0	$0
	16	9	23314516	GSMC	The
    Commons	$0	$0	$2,471	$0	$500,000	$0	$500,000	$0	$0	$0	$0
	17	 	23347272	GSMC	Market
    at Crenshaw	$7,403	$0	$878	$0	$0	$8,333	$700,000	$0	$0	$0	$0
	18	5,
    7	23351455	GSMC	Davenport
    Commons	$0	$0	$0	$0	$0	$0	$600,000	$0	$0	$0	$0
	19	10	2321945	GSMC	Athens
    Townhomes	$2,763	$0	$3,104	$0	$0	$0	$0	$0	$0	$0	$0
	20	 	22985530	GSMC	Naples
    Plaza	$0	$0	$1,061	$35,004	$0	$1,704	$61,344	$0	$0	$0	$0
	21	11	23005456	GSMC	Center
    at Pearland II	$0	$0	$0	$0	$120,000	$0	$120,000	$0	$0	$0	$0
	22	12	22999703	GSMC	Holiday
    Inn Express Toledo West	$1,104	$0	$6,033	$0	$0	$0	$0	$0	$0	$0	$0
	23	 	22778586	GSMC	Arbor
    Plaza	$0	$0	$0	$0	$0	$0	$350,000	$0	$0	$0	$0
	24	5	22558058	GSMC	Two
    Democracy	$0	$0	$5,732	$0	$0	$45,856	$0	$0	$0	$0	$0
	25	13	23219508	GSMC	Capital
    Complex	$0	$0	$2,946	$36,000	$715,000	$0	$300,000	$0	$0	$0	$0
	26	 	23042533	GSMC	Cabela’s
    Farmington	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	27	14	23063870	GSMC	Courtyard
    Bentonville	$0	$0	$10,247	$0	$0	$0	$0	$0	$0	$0	$0
	28	 	23313687	GSMC	20151
    Nordhoff Street	$0	$0	$1,533	$0	$0	$6,133	$300,000	$0	$0	$0	$0
	29	 	23036062	GSMC	Shallowford
    Exchange	$0	$0	$579	$0	$0	$6,250	$225,000	$0	$0	$11,875	$0
	30	 	23060255	GSMC	Roundhouse
    Campus	$0	$0	$1,486	$0	$0	$5,505	$330,290	$0	$0	$0	$0
	31	 	23005457	GSMC	Shops
    at Spring Village	$1,211	$0	$349	$20,938	$150,000	$1,745	$200,000	$0	$0	$0	$0
	32	 	23219183	GSMC	Moses
    Lake Town Center	$0	$0	$0	$0	$0	$0	$87,113	$0	$0	$0	$0
	33	 	23217813	GSMC	Dallas
    Commons	$0	$0	$419	$15,095	$75,000	$2,500	$90,000	$0	$0	$0	$0




    


     


    

GS10


Exhibit
H - Supplemental Servicer Schedule



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Upfront
    Environmental Reserve ($)	Ongoing
    Environmental Reserve ($)	Upfront
    Other Reserve ($)	Ongoing
    Other Reserve ($)	Other
    Reserve Description	Grace
    Period- Default	Grace
    Period- Late Fee	Residual
    Value Insurance 	Lease
    Enhancement Insurance 	Environmental
    Insurance 	O&M
    Required 
	1	4,
    5	22905340	GSMC	GSK
    North American HQ	$0	$0	$0	$0	 	0	0	No	No	No	None
	2	6	22352278	GSMC	1000
    Wilshire	$0	$0	$3,453,871	$0	Unfunded
    Obligations Reserve	0	5	No	No	Yes	None
	3	 	22912369	GSMC	Aliso
    Creek Apartments	$0	$0	$0	$0	 	0	0	No	No	No	None
	4	 	22985101	GSMC	Commonwealth
    Centre	$0	$0	$0	$0	 	0	0	No	No	No	None
	5	 	23220079	GSMC	MOA
    Hotel Leased Fee Portfolio	$0	$0	$136,520	$0	Gap
    Rent Reserve	0	0	No	No	No	None
	5.01	 	23220079	 	Radisson
    Blu at Mall of America - Ground Lease	 	 	 	 	 	 	 	No	No	No	None
	5.02	 	23220079	 	JW
    Marriott at Mall of America - Ground Lease	 	 	 	 	 	 	 	No	No	No	None
	6	5,
    7	23313835	GSMC	FXI
    Portfolio	$0	$0	$0	$0	 	0	0	No	No	Yes	None
	6.01	 	23313835	 	FXI
    Portland OR	 	 	 	 	 	 	 	No	No	Yes	Asbestos
	6.02	 	23313835	 	FXI
    Auburn IN	 	 	 	 	 	 	 	No	No	Yes	Asbestos
	6.03	 	23313835	 	FXI
    Santa Teresa NM	 	 	 	 	 	 	 	No	No	Yes	Asbestos
	6.04	 	23313835	 	FXI
    Verona MS	 	 	 	 	 	 	 	No	No	Yes	Asbestos
	6.05	 	23313835	 	FXI
    Corry PA	 	 	 	 	 	 	 	No	No	Yes	Asbestos
	6.06	 	23313835	 	FXI
    Fort Wayne IN	 	 	 	 	 	 	 	No	No	Yes	Asbestos
	6.07	 	23313835	 	FXI
    Cuautitlan MX	 	 	 	 	 	 	 	No	No	Yes	Asbestos
	7	5	22575939	GSMC	U.S.
    Industrial Portfolio	$0	$0	$361,809	$0	Unfunded
    Obligations Reserve	0	3	No	No	Various	Various
	7.01	 	22575939	 	DialogDirect	 	 	 	 	 	 	 	No	No	No	Asbestos
	7.02	 	22575939	 	JIT
    Packaging	 	 	 	 	 	 	 	No	No	No	Asbestos
	7.03	 	22575939	 	Markel	 	 	 	 	 	 	 	No	No	Yes	Asbestos
	7.04	 	22575939	 	Dedicated
    Logistics	 	 	 	 	 	 	 	No	No	No	Asbestos
	7.05	 	22575939	 	Wilbert	 	 	 	 	 	 	 	No	No	No	None
	7.06	 	22575939	 	Matandy
    Steel	 	 	 	 	 	 	 	No	No	No	None
	7.07	 	22575939	 	Landmark
    Plastics	 	 	 	 	 	 	 	No	No	No	None
	7.08	 	22575939	 	Rohrer
    Corporation (OH)	 	 	 	 	 	 	 	No	No	No	Asbestos
	7.09	 	22575939	 	Rohrer
    Corporation (IL)	 	 	 	 	 	 	 	No	No	No	None
	7.10	 	22575939	 	Rohrer
    Corporation (GA)	 	 	 	 	 	 	 	No	No	No	None
	7.11	 	22575939	 	AAP
    Metals	 	 	 	 	 	 	 	No	No	No	Asbestos
	8	5,
    7	23344631	GSMC	Quality
    RV Resorts	$0	$0	$0	$0	 	0	0	No	No	No	None
	8.01	 	23344631	 	Quality
    RV Resorts Lakeview	 	 	 	 	 	 	 	No	No	No	None
	8.02	 	23344631	 	Quality
    RV Resorts Brazoria	 	 	 	 	 	 	 	No	No	No	None
	8.03	 	23344631	 	Quality
    RV Resorts Highway Six	 	 	 	 	 	 	 	No	No	No	None
	8.04	 	23344631	 	Quality
    RV Resorts Mont Belvieu	 	 	 	 	 	 	 	No	No	No	None
	8.05	 	23344631	 	Quality
    RV Resorts Greenlake	 	 	 	 	 	 	 	No	No	No	None
	8.06	 	23344631	 	Quality
    RV Resorts Fallbrook	 	 	 	 	 	 	 	No	No	No	None
	8.07	 	23344631	 	Quality
    RV Resorts Southlake	 	 	 	 	 	 	 	No	No	No	None
	8.08	 	23344631	 	Quality
    RV Resorts Allstar	 	 	 	 	 	 	 	No	No	No	None
	9	 	22985103	GSMC	Thorncreek
    Crossing	$0	$0	$0	$0	 	0	0	No	No	No	None
	10	 	23024774	GSMC	SanTan
    Village Marketplace	$0	$0	$0	$0	 	0	0	No	No	No	None
	11	5	21769944	GSMC	Marina
    Heights State Farm	$0	$0	$0	$0	 	0	0	No	No	No	None
	12	 	23006974	GSMC	Dolwick
    Business Center	$0	$0	$1,399,560	$0	Saint
    Elizabeth TI/LC Reserve ($1,142,115), Saint Elizabeth Rent Reserve ($157,763.84), Toyota Boshoku Rent Reserve ($99,681)	0	0	No	No	No	None
	13	 	23176250	GSMC	5500
    Hellyer Avenue	$0	$0	$3,796,302	$0	Genista
    TI/LC Reserve ($2,236,395), Genista Rent Reserve ($1,125,462), Benchmark TI/LC Reserve ($354,573), Genista Gap Rent Reserve
    ($79,872)	0	0	No	No	No	None
	14	 	23063792	GSMC	Spring
    Hill Logistics Center	$0	$0	$27,500	$0	Comprehensive
    Logistics Reserve	0	0	No	No	No	None
	15	8	23043806	GSMC	3300
    East 1st Avenue	$0	$0	$198,034	$0	Unfunded
    Obligations Reserve	0	0	No	No	No	Asbestos,
    LBP
	16	9	23314516	GSMC	The
    Commons	$0	$0	$173,821	$0	Unfunded
    Obligations Reserve	0	0	No	No	No	None
	17	 	23347272	GSMC	Market
    at Crenshaw	$0	$0	$0	$0	 	0	0	No	No	No	None
	18	5,
    7	23351455	GSMC	Davenport
    Commons	$0	$0	$0	$0	 	0	0	No	No	No	None
	19	10	2321945	GSMC	Athens
    Townhomes	$0	$0	$1,925,000	$0	Earnout
    Reserve ($1,750,000), Yield Maintenance Earnout Amount ($175,000)	0	0	No	No	No	None
	20	 	22985530	GSMC	Naples
    Plaza	$0	$0	$0	$0	 	0	0	No	No	No	None
	21	11	23005456	GSMC	Center
    at Pearland II	$0	$0	$65,422	$0	Unfunded
    Obligations Reserve	0	0	No	No	No	None
	22	12	22999703	GSMC	Holiday
    Inn Express Toledo West	$0	$0	$0	$0	 	0	0	No	No	No	None
	23	 	22778586	GSMC	Arbor
    Plaza	$0	$0	$0	$0	 	0	0	No	No	No	None
	24	5	22558058	GSMC	Two
    Democracy	$0	$0	$143,760	$71,880	Ground
    Rent Reserve	0	0	No	No	Yes	None
	25	13	23219508	GSMC	Capital
    Complex	$0	$0	$0	$0	 	0	0	No	No	No	None
	26	 	23042533	GSMC	Cabela’s
    Farmington	$0	$0	$0	$0	 	0	0	No	No	No	None
	27	14	23063870	GSMC	Courtyard
    Bentonville	$0	$0	$2,535,000	$0	PIP
    Reserve	0	0	No	No	No	None
	28	 	23313687	GSMC	20151
    Nordhoff Street	$0	$0	$0	$0	 	0	0	No	No	No	Asbestos,
    LBP
	29	 	23036062	GSMC	Shallowford
    Exchange	$10,000	$0	$0	$0	 	0	0	No	No	No	None
	30	 	23060255	GSMC	Roundhouse
    Campus	$0	$0	$0	$0	 	0	0	No	No	No	Asbestos,
    LBP
	31	 	23005457	GSMC	Shops
    at Spring Village	$0	$0	$325,154	$0	Unfunded
    Obligations Reserve	0	0	No	No	No	None
	32	 	23219183	GSMC	Moses
    Lake Town Center	$0	$0	$0	$0	 	0	0	No	No	No	None
	33	 	23217813	GSMC	Dallas
    Commons	$0	$0	$0	$0	 	0	0	No	No	No	None




    


     


    

GS10


Exhibit
H - Supplemental Servicer Schedule



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Cash
    Management	Lockbox	Units,
    Pads, Rooms, Sq Ft	Unit
    Description	Monthly
    Debt Service ($) (1)	Interest
    Accrual Method	Administrative
    Cost Rate (%) (2)	Ground
    Lease Y/N	Overlapping
    Fee Interest?	Prepayment
    Provision (3)	Companion
    Loan Flag 	Companion
    Loan Monthly Debt Service ($)	Companion
    Loan Interest Accrual Method
	1	4,
    5	22905340	GSMC	GSK
    North American HQ	Springing	Hard	207,779	SF	$260,963.59
    	Actual/360	0.01681%	No	No	Lockout/25_Defeasance/28_0%/7	Yes	$34,725.70	Actual/360
	2	6	22352278	GSMC	1000
    Wilshire	Springing	Hard	477,774	SF	$186,170.07
    	Actual/360	0.01681%	No	No	Lockout/28_YM/51_0%/5	No	 	 
	3	 	22912369	GSMC	Aliso
    Creek Apartments	In
    Place	Soft	535	Units	$187,328.43
    	Actual/360	0.03431%	No	No	Lockout/27_Defeasance/89_0%/4	No	 	 
	4	 	22985101	GSMC	Commonwealth
    Centre	Springing	Hard	316,081	SF	$165,022.25
    	Actual/360	0.01681%	No	No	Lockout/26_Defeasance/87_0%/7	No	 	 
	5	 	23220079	GSMC	MOA
    Hotel Leased Fee Portfolio	Springing	Hard	NAP	NAP	$187,742.94
    	Actual/360	0.03431%	 	 	Lockout/24_Defeasance/89_0%/7	No	 	 
	5.01	 	23220079	 	Radisson
    Blu at Mall of America - Ground Lease	 	 	NAP	NAP	 	 	 	No	No	 	 	 	 
	5.02	 	23220079	 	JW
    Marriott at Mall of America - Ground Lease	 	 	NAP	NAP	 	 	 	No	No	 	 	 	 
	6	5,
    7	23313835	GSMC	FXI
    Portfolio	Springing	Hard	2,121,643	SF	$229,272.18
    	Actual/360	0.01681%	 	 	Lockout/24_Defeasance/92_0%/4	Yes	$152,279.39	Actual/360
	6.01	 	23313835	 	FXI
    Portland OR	 	 	186,116	SF	 	 	 	No	No	 	 	 	 
	6.02	 	23313835	 	FXI
    Auburn IN	 	 	434,174	SF	 	 	 	No	No	 	 	 	 
	6.03	 	23313835	 	FXI
    Santa Teresa NM	 	 	297,812	SF	 	 	 	No	No	 	 	 	 
	6.04	 	23313835	 	FXI
    Verona MS	 	 	323,300	SF	 	 	 	No	No	 	 	 	 
	6.05	 	23313835	 	FXI
    Corry PA	 	 	277,805	SF	 	 	 	No	No	 	 	 	 
	6.06	 	23313835	 	FXI
    Fort Wayne IN	 	 	271,380	SF	 	 	 	No	No	 	 	 	 
	6.07	 	23313835	 	FXI
    Cuautitlan MX	 	 	331,056	SF	 	 	 	No	No	 	 	 	 
	7	5	22575939	GSMC	U.S.
    Industrial Portfolio	Springing	Hard	2,701,192	SF	$159,774.69
    	Actual/360	0.02681%	 	 	Lockout/28_Defeasance/88_0%/4	Yes	$244,631.12	Actual/360
	7.01	 	22575939	 	DialogDirect	 	 	578,050	SF	 	 	 	No	No	 	 	 	 
	7.02	 	22575939	 	JIT
    Packaging	 	 	443,103	SF	 	 	 	No	No	 	 	 	 
	7.03	 	22575939	 	Markel	 	 	167,666	SF	 	 	 	No	No	 	 	 	 
	7.04	 	22575939	 	Dedicated
    Logistics	 	 	355,185	SF	 	 	 	No	No	 	 	 	 
	7.05	 	22575939	 	Wilbert	 	 	296,876	SF	 	 	 	No	No	 	 	 	 
	7.06	 	22575939	 	Matandy
    Steel	 	 	174,170	SF	 	 	 	No	No	 	 	 	 
	7.07	 	22575939	 	Landmark
    Plastics	 	 	212,000	SF	 	 	 	No	No	 	 	 	 
	7.08	 	22575939	 	Rohrer
    Corporation (OH)	 	 	169,000	SF	 	 	 	No	No	 	 	 	 
	7.09	 	22575939	 	Rohrer
    Corporation (IL)	 	 	90,000	SF	 	 	 	No	No	 	 	 	 
	7.10	 	22575939	 	Rohrer
    Corporation (GA)	 	 	117,215	SF	 	 	 	No	No	 	 	 	 
	7.11	 	22575939	 	AAP
    Metals	 	 	97,927	SF	 	 	 	No	No	 	 	 	 
	8	5,
    7	23344631	GSMC	Quality
    RV Resorts	Springing	Springing	1,671	Pads	$184,639.11
    	Actual/360	0.01681%	 	 	Lockout/24_>YM
    or 1%/89_0%/7	Yes	$138,268.31	Actual/360
	8.01	 	23344631	 	Quality
    RV Resorts Lakeview	 	 	282	Pads	 	 	 	No	No	 	 	 	 
	8.02	 	23344631	 	Quality
    RV Resorts Brazoria	 	 	266	Pads	 	 	 	No	No	 	 	 	 
	8.03	 	23344631	 	Quality
    RV Resorts Highway Six	 	 	218	Pads	 	 	 	No	No	 	 	 	 
	8.04	 	23344631	 	Quality
    RV Resorts Mont Belvieu	 	 	243	Pads	 	 	 	No	No	 	 	 	 
	8.05	 	23344631	 	Quality
    RV Resorts Greenlake	 	 	231	Pads	 	 	 	No	No	 	 	 	 
	8.06	 	23344631	 	Quality
    RV Resorts Fallbrook	 	 	186	Pads	 	 	 	No	No	 	 	 	 
	8.07	 	23344631	 	Quality
    RV Resorts Southlake	 	 	121	Pads	 	 	 	No	No	 	 	 	 
	8.08	 	23344631	 	Quality
    RV Resorts Allstar	 	 	124	Pads	 	 	 	No	No	 	 	 	 
	9	 	22985103	GSMC	Thorncreek
    Crossing	Springing	Springing	212,127	SF	$173,491.79
    	Actual/360	0.01681%	No	No	Lockout/26_>YM
    or 1%/90_0%/4	No	 	 
	10	 	23024774	GSMC	SanTan
    Village Marketplace	Springing	Springing	285,581	SF	$121,108.99
    	Actual/360	0.01681%	No	No	Lockout/11_>YM
    or 1%/102_0%/7	No	 	 
	11	5	21769944	GSMC	Marina
    Heights State Farm	Springing	Hard	2,031,293	SF	$82,704.82
    	Actual/360	0.01556%	Yes	No	Lockout/11_>YM
    or 1%/102_0%/7	Yes	$1,601,466.01	Actual/360
	12	 	23006974	GSMC	Dolwick
    Business Center	Springing	Springing	225,783	SF	$135,534.29
    	Actual/360	0.01681%	No	No	Lockout/26_Defeasance/90_0%/4	No	 	 
	13	 	23176250	GSMC	5500
    Hellyer Avenue	Springing	Springing	196,534	SF	$132,888.66
    	Actual/360	0.01681%	No	No	Lockout/25_Defeasance/90_0%/5	No	 	 
	14	 	23063792	GSMC	Spring
    Hill Logistics Center	Springing	Springing	498,400	SF	$97,343.89
    	Actual/360	0.04681%	No	Yes	Lockout/25_>YM
    or 1%/90_0%/5	No	 	 
	15	8	23043806	GSMC	3300
    East 1st Avenue	Springing	Hard	97,770	SF	$101,017.13
    	Actual/360	0.01681%	No	No	Lockout/25_Defeasance/91_0%/4	No	 	 
	16	9	23314516	GSMC	The
    Commons	Springing	Hard	148,277	SF	$109,641.08
    	Actual/360	0.04681%	No	No	Lockout/24_Defeasance/92_0%/4	No	 	 
	17	 	23347272	GSMC	Market
    at Crenshaw	Springing	Springing	105,315	SF	$93,436.37
    	Actual/360	0.01681%	No	No	Lockout/24_>YM
    or 1%/92_0%/4	No	 	 
	18	5,
    7	23351455	GSMC	Davenport
    Commons	Springing	Springing	403,388	SF	$81,377.96
    	Actual/360	0.01681%	No	No	Lockout/24_>YM
    or 1%/92_0%/4	Yes	$108,503.94	Actual/360
	19	10	2321945	GSMC	Athens
    Townhomes	None	None	135	Units	$77,668.74
    	Actual/360	0.01681%	No	No	Lockout/24_Defeasance/92_0%/4	No	 	 
	20	 	22985530	GSMC	Naples
    Plaza	Springing	Springing	84,856	SF	$52,406.90
    	Actual/360	0.05681%	No	No	Lockout/26_Defeasance/90_0%/4	No	 	 
	21	11	23005456	GSMC	Center
    at Pearland II	Springing	Springing	90,336	SF	$46,826.29
    	Actual/360	0.01681%	No	No	Lockout/26_Defeasance/90_0%/4	No	 	 
	22	12	22999703	GSMC	Holiday
    Inn Express Toledo West	Springing	Springing	106	Rooms	$64,112.10
    	Actual/360	0.03681%	No	No	Lockout/26_Defeasance/90_0%/4	No	 	 
	23	 	22778586	GSMC	Arbor
    Plaza	Springing	Springing	69,683	SF	$58,039.76
    	Actual/360	0.01681%	No	No	Lockout/27_>YM
    or 1%/89_0%/4	No	 	 
	24	5	22558058	GSMC	Two
    Democracy	In
    Place	Hard	275,134	SF	$56,100.03
    	Actual/360	0.01681%	Yes	No	Lockout/28_Defeasance/88_0%/4	Yes	$84,150.05	Actual/360
	25	13	23219508	GSMC	Capital
    Complex	Springing	Springing	178,328	SF	$53,774.32
    	Actual/360	0.05681%	No	Yes	Lockout/24_Defeasance/92_0%/4	No	 	 
	26	 	23042533	GSMC	Cabela’s
    Farmington	Springing	Springing	68,885	SF	$37,206.17
    	Actual/360	0.01681%	No	No	Lockout/25_>YM
    or 1%/91_0%/4	No	 	 
	27	14	23063870	GSMC	Courtyard
    Bentonville	Springing	Springing	90	Rooms	$49,691.66
    	Actual/360	0.05681%	No	No	Lockout/25_Defeasance/91_0%/4	No	 	 
	28	 	23313687	GSMC	20151
    Nordhoff Street	Springing	Hard	73,595	SF	$46,712.57
    	Actual/360	0.01681%	No	No	Lockout/24_Defeasance/92_0%/4	No	 	 
	29	 	23036062	GSMC	Shallowford
    Exchange	Springing	Springing	46,291	SF	$48,948.47
    	Actual/360	0.01681%	No	No	Lockout/25_Defeasance/91_0%/4	No	 	 
	30	 	23060255	GSMC	Roundhouse
    Campus	Springing	Hard	66,058	SF	$39,241.94
    	Actual/360	0.01681%	No	No	Lockout/25_Defeasance/91_0%/4	No	 	 
	31	 	23005457	GSMC	Shops
    at Spring Village	Springing	Springing	20,938	SF	$38,461.44
    	Actual/360	0.01681%	No	No	Lockout/26_Defeasance/90_0%/4	No	 	 
	32	 	23219183	GSMC	Moses
    Lake Town Center	Springing	Springing	58,075	SF	$26,475.93
    	Actual/360	0.01681%	No	No	Lockout/24_Defeasance/91_0%/5	No	 	 
	33	 	23217813	GSMC	Dallas
    Commons	Springing	Springing	25,158	SF	$32,436.27
    	Actual/360	0.08431%	No	No	Lockout/24_Defeasance/91_0%/5	No	 	 




    


     


    



GS10


Exhibit
H - Supplemental Servicer Schedule


 








	1	The monthly debt service shown
    for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only
    period.
	2	The Administrative Cost Rate includes the Servicing
    Fee Rate, the Operating Advisor Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Asset Representations Reviewer
    Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
	3	The open period is inclusive of the Maturity
    Date / ARD.
	4	The lockout period will be at least 25 payment
    dates beginning with and including the first payment date of July 2018. For the purpose of this prospectus, the assumed lockout
    period of 25 payment dates is based on the expected GSMS 2018-GS10 securitization closing date in July 2018. The actual lockout
    period may be longer.
	5	The Mortgage Loan is part of a whole loan structure.
    Cut-off Date LTV Ratio, LTV Ratio at Maturity / ARD, 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 Mortgage Loan and any related Pari
    Passu Companion Loans, but excluding any related Subordinate Companion Loans.
	6	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than $1,000,000, the borrower is required to deposit into the TI/LC reserve
    account an Ongoing TI/LC Reserve amount equal to $39,708.
	7	The lockout period will be at least 24 payment
    dates beginning with and including the first payment date of August 2018. For the purpose of this prospectus, the assumed
    lockout period of 24 payment dates is based on the expected GSMS 2018-GS10 securitization closing date in July 2018. The actual
    lockout period may be longer.
	8	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than $97,770, the borrower is required to deposit into the TI/LC reserve account
    an Ongoing TI/LC Reserve amount equal to $8,148.
	9	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than (i) prior to the occurrence of a Critical Tenant Renewal Event, $500,000
    and (ii) from and after the occurrence of a Critical Tenant Renewal Event, $350,000, the borrower is required to deposit into
    the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $12,356.
	10	Upfront Other Reserve ($) represents an earnout
    and a potential yield maintenance reserve. Funds will be held in escrow until the borrower has achieved a debt yield of 8.74%
    on the fully funded amount, completed the construction of 14 additional multifamily units at the property, and provides evidence
    of monthly rents no less than 1/12th of the underwritten base rent. If such conditions are not satisfied by December 13, 2019,
    the reserve is required to be applied to prepay the Athens Townhomes Loan and the related yield maintenance for such prepayment.
	11	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than $120,000, the borrower is required to deposit into the TI/LC reserve account
    an Ongoing TI/LC Reserve amount equal to $5,000.
	12	The Ongoing Replacement Reserve is an FF&E
    reserve in an amount equal to (i) for the Due Dates occurring in June 2018 through May 2019, $6,033, (ii) for the Due Dates
    occurring in June 2019 through May 2020, the greater of (a) the monthly amount required to be reserved pursuant to the franchise
    agreement for the replacement of FF&E or (b) 1/12th of 3% of the operating income of the Mortgaged Property for the previous
    12-month period as determined on the anniversary of the last day of the calendar month in April and (iii) thereafter the greater
    of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b)
    1/12th of 4% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the anniversary
    of the last day of the calendar month in April.
	13	On each Due Date, if and to the extent the amount
    contained in the TI/LC reserve account is less than $300,000, the borrower is required to deposit into the TI/LC reserve account
    an Ongoing TI/LC Reserve amount equal to $8,333.
	14	The Ongoing Replacement Reserve is an FF&E
    reserve in an amount equal to (i) for the Due Dates occurring in July 2018 through June 2019, $10,247 and (ii) thereafter
    the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E
    or (b) 1/12th of 4% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the
    anniversary of the last day of the calendar month in June.










    


     


    






 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS)


GS Mortgage
Securities Trust 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


 



 


*       Select appropriate depository.


 



    Exhibit I-1


     


    

 

(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer, the Asset Representations Reviewer, the
Initial Purchasers and the Loan-Specific Initial Purchaser.


 


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 





 



 


		**	Insert
                                         one of these two provisions, which come from the definition of “offshore transaction”
                                         in Regulation S.



 



    Exhibit I-2


     


    

 





EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600 South
4th Street, 7th Floor, MAC: N9300-070


Minneapolis, Minnesota
55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 



    Exhibit J-1


     


    

 


[(2)       at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)       the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer, the Asset Representations Reviewer, the
Initial Purchasers and the Loan-Specific Initial Purchaser.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
________


 


cc:
GS Mortgage Securities Corporation II


 





 



 


		*	Insert
                                         one of these two provisions, which come from the definition of “offshore transaction”
                                         in Regulation S.


 



    Exhibit J-2


     


    

 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS)


GS Mortgage
Securities Trust 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class
(CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of


 





 



 


*       Select
appropriate depository.






     Exhibit K-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer, the Asset Representations Reviewer, the
Initial Purchasers and the Loan-Specific Initial Purchaser.














	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:


 








	Dated:	 	


 


cc: GS Mortgage Securities Corporation II


 




     Exhibit K-2


     


    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS)


GS Mortgage
Securities Trust 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 








 



 


*       Select,
as applicable.


 











     Exhibit L-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the 1000
Wilshire Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers and the Loan-Specific Initial Purchaser.


 


		Dated:	 	






	 	 	 	 
		By:	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 




     Exhibit L-2


     


    

 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor, MAC: N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS)


GS Mortgage
Securities Trust 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


*       Select
appropriate depository.


 






     Exhibit M-1


     


    

 


 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the 1000
Wilshire Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers and the Loan-Specific Initial Purchaser. 


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 








	Dated:	 	


  


cc: GS Mortgage Securities Corporation II


 


 









 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




     Exhibit M-2


     


    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS)


GS Mortgage
Securities Trust 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






     Exhibit N-1


     


    

 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the 1000
Wilshire Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers and the Loan-Specific Initial Purchaser.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 








	Dated:	 	


 


cc: GS Mortgage Securities Corporation
II





 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 







 




     Exhibit N-2


     


    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor, MAC: N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS)


GS Mortgage
Securities Trust 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 






     Exhibit O-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, 1000 Wilshire
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial
Purchasers and the Loan-Specific Initial Purchaser.











	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 








	Dated:	 	


 


cc: GS Mortgage Securities Corporation II


 




     Exhibit O-2


     


    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower party AND/OR


THE RISK RETENTION CONSULTATION PARTY 

(for Persons other than the DIRECTING HOLDER, the controlling


class representative and/or
a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2018-GS10 


Email: trustadministrationgroup@wellsfargo.com;


 cts.cmbs.bond.admin@wellsfargo.com






 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10 



 


In accordance with
the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by and
among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion Holder
or a Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Holder, the Controlling Class Representative, a Controlling Class Certificateholder, the 1000
Wilshire Controlling Class Representative nor a 1000 Wilshire Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY] The undersigned is not a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website


 



     Exhibit P-1A-1


     


    

 


[and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
1000 Wilshire Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers,
the Loan-Specific Initial Purchaser and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






     Exhibit P-1A-2


     


    

 











	 	 	 
	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Companion Holder][Risk Retention Consultation Party]
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 








	Dated:	 	








cc: GS Mortgage Securities Corporation II


 




     Exhibit P-1A-3


     


    

EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class
Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association

        

        Commercial Mortgage Servicing

        

        MAC D1050-084

        

        Three Wells Fargo

        

        401 South Tryon Street, 8th Floor

        

        Charlotte, North Carolina 28202

        

        Attention: GS 2018-GS10 Asset Manager

        Email: commercial.servicing@wellsfargo.com

        
	
        Wells Fargo Bank, National Association

        

        600 South 4th Street, 7th Floor, MAC:
        N9300-070

        Minneapolis, Minnesota 55479

        

        Attention: Corporate Trust Services (CMBS)

        

        GS Mortgage Securities Trust 2018-GS10

        

        Email: trustadministrationgroup@wellsfargo.com;

         cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah,
Adam Singer

        Facsimile: (305) 229-6425

         
	
        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee 

        Facsimile: (302) 630-4140

        

        Email: CMBSTrustee@wilmingtontrust.com

         

	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: GS 2018-GS10 Surveillance Manager 

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         
	
        Trimont Real Estate Advisors, LLC 

        One Alliance Center 

        3500 Lenox Road, Suite G1

        Atlanta, GA 30326 

        Attention: CMBS Trustee

        

        Email: CMBS_Servicing@Trimontrea.com 

	 	 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10 



 


In accordance with
the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by and
among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling Class][a
Controlling Class Certificateholder][1000 Wilshire Controlling Class Representative][Holder of the majority of the 1000 Wilshire
Controlling Class][1000 Wilshire Controlling Class Certificateholder].


 






     Exhibit P-1B-1


     


    




2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
1000 Wilshire Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers,
the Loan-Specific Initial Purchaser and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Holder] The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing


 



     Exhibit P-1B-2


     


    

 


Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	 	 
	 	[Directing Holder][Controlling
Class Representative][Holder of the Majority of the Controlling Class][Controlling Class Certificateholder][1000 Wilshire Controlling
Class Representative][Holder of the Majority of the 1000 Wilshire Controlling Class][1000 Wilshire Controlling Class Certificateholder]
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 








	Dated:	 	





cc: GS Mortgage Securities Corporation II


 




     Exhibit P-1B-3


     


    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY,
CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2018-GS10


 


Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


Three Wells Fargo 


401 S. Tryon Street, 8th Floor


MAC D1050-084 


Charlotte, North Carolina 28202 


Attention: GS 2018-GS10 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172 


Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer


Facsimile: (305) 229-6425


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10 



 


In accordance with
the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by and
among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 






     Exhibit P-1C-1


     


    

 


2.       The
undersigned is neither the Directing Holder, the Controlling Class Representative, a Controlling Class Certificateholder, the 1000
Wilshire Controlling Class Representative nor a 1000 Wilshire Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned will keep the
Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
1000 Wilshire Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers,
the Loan-Specific Initial Purchaser and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






     Exhibit P-1C-2


     


    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified. 














	 	 	 
	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser]
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 








	Dated:	 	







cc: GS Mortgage Securities Corporation II  





     Exhibit P-1C-3


     


    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING HOLDER, controlling class representative


and/or a Controlling Class
Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association 

        Commercial Mortgage Servicing 

        MAC D1050-084 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor

        

        Charlotte, North Carolina 28202 

        Attention: GS 2018-GS10 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         
	
        Wells Fargo Bank, National Association 

        600 South 4th Street, 7th Floor,
MAC: N9300-070

Minneapolis, Minnesota 55479 

        Attention: Corporate Trust Services (CMBS)

        

        GS Mortgage Securities Trust 2018-GS10 

        Email: trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

         
	
        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee 

        Facsimile: (302) 630-4140

        

        Email: CMBSTrustee@wilmingtontrust.com

         

	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor 

        New York, New York 10016

        

        Attention: GS 2018-GS10 Surveillance Manager 

        (with a copy sent contemporaneously via email to 

cmbs.notices@parkbridgefinancial.com)

         
	
        Trimont Real Estate Advisors, LLC 

        One Alliance Center 

        3500 Lenox Road, Suite G1 

        Atlanta, GA 30326 

        Attention: Special Servicing

        

        Email: CMBS_Servicing@Trimontrea.com

         



		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10 



 


In accordance with
the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by and
among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1. The undersigned
is [the Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder][1000 Wilshire Controlling Class Representative][Holder of the majority of the 1000 Wilshire Controlling
Class][1000 Wilshire Controlling Class Certificateholder].


 






     Exhibit P-1D-1


     


    

 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       [If
the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then in each
case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded
Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination
Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as
a special notice.] [If the undersigned is (a) a holder of 50% or more of the 1000 Wilshire Controlling Class or (b) the 1000 Wilshire
Controlling Class Representative, then in each case with respect to the Trust Subordinate Companion Loan listed in this certification,
the Trust Subordinate Companion Loan shall be an “Excluded Loan,” as defined in the Pooling and Servicing Agreement,
and a 1000 Wilshire Control Termination Event shall be deemed to occur and the Certificate Administrator is hereby directed to
post such information on its website as a special notice.] Except with respect to the [Excluded Loan][Excluded Controlling Class
Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s


 



     Exhibit P-1D-2


     


    

 


Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
1000 Wilshire Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers,
the Loan-Specific Initial Purchaser and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






     Exhibit P-1D-3


     


    

 

















	 	 	 
	 	[Directing Holder][Controlling
Class Representative][Holder of the Majority of the Controlling Class][Controlling Class Certificateholder][1000 Wilshire Controlling
Class Representative][Holder of the Majority of the 1000 Wilshire Controlling Class][1000 Wilshire Controlling Class Certificateholder]
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 








	Dated:	 	





cc: GS Mortgage Securities Corporation II


 




     Exhibit P-1D-4


     


    


 





EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 





	Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1050-084

Three Wells Fargo

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: GS 2018-GS10 Asset Manager

Email: commercial.servicing@wellsfargo.com
	Wells
Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2018-GS10

                           Email: trustadministrationgroup@wellsfargo.com;

   cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

Facsimile: (305) 229-6425
	Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee

Facsimile: (302) 630-4140

Email: CMBSTrustee@wilmingtontrust.com

	 	 
	

Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: GS 2018-GS10 Surveillance Manager

(with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	

Trimont Real Estate Advisors, LLC

One Alliance Center

3500 Lenox Road, Suite G1

Atlanta, GA 30326

Attention: Special Servicing

Email: CMBS_Servicing@Trimontrea.com








 


		Re:	GS
                                         Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-GS10



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE GS MORTGAGE SECURITIES TRUST
2018-GS10, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-GS10, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT
TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.         
The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder][1000 Wilshire Controlling Class Representative][Holder of the majority of the 1000 Wilshire Controlling Class][1000
Wilshire Controlling Class Certificateholder] as of the date hereof.


 






    Exhibit P-1E-1 


    


    

 


2.         
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.] The undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.         
[If the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative,
then in each case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an
“Excluded Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation
Termination Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its
website as a special notice.] [If the undersigned is (a) a holder of 50% or more of the 1000 Wilshire Controlling Class or (b) the
1000 Wilshire Controlling Class Representative, then in each case with respect to the Trust Subordinate Companion Loan listed
in this certification, the Trust Subordinate Companion Loan shall be an “Excluded Loan”, as defined in the Pooling
and Servicing Agreement, and a 1000 Wilshire Control Termination Event shall be deemed to occur and the Certificate Administrator
is hereby directed to post such information on its website as a special notice.] Except with respect to the [Excluded Loan][Excluded
Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information
(the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information
identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling
and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or the access thereto, the
undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation
in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written
consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following
the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose
the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act


 






    Exhibit P-1E-2 


    


    

 


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 hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling
and Servicing Agreement.


 


5.         
The undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer,
the 1000 Wilshire Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers,
the Loan-Specific Initial Purchaser and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


6.         
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or
otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.         
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.         
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.


 


9.         
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 






    Exhibit P-1E-3 


    


    

 


10.        The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the
Initial Purchasers, the Loan-Specific Initial Purchaser and the Trust Fund from any damage, loss, cost or liability (including
legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized access by
the undersigned or any agent, employee, representative or person acting on its behalf of any Excluded Information relating to
the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Controlling
    Class Representative][Holder of the majority of the Controlling Class][Controlling Class Certificateholder][1000 Wilshire
    Controlling Class Representative][Holder of the Majority of the 1000 Wilshire Controlling Class][1000 Wilshire Controlling
    Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ________	 	 





cc:
GS Mortgage Securities Corporation II


 






    Exhibit P-1E-4 


    


    

 


EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
                            Email

                            Wells Fargo Bank, National Association

                            9062 Old Annapolis Road

                            Columbia, Maryland 20145-1951

                            Attention: Corporate Trust Services (CMBS)

                            GS Mortgage Securities Trust 2018-GS10

                            trustadministrationgroup@wellsfargo.com;

                            cts.cmbs.bond.admin@wellsfargo.com

         

        with
        a copy to: 

         

        Wells
        Fargo Bank, National Association, 

        8480
        Stagecoach Circle

        Frederick, Maryland 21701-4747 

        Attention:
        GS Mortgage Securities Trust Series 2018-GS10

         



		Re:	GS
                                         Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-GS10



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.         
The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder][1000 Wilshire Controlling Class Representative][Holder of the majority of the 1000 Wilshire Controlling Class][1000
Wilshire Controlling Class Certificateholder] as of the date hereof.


 


2.         
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


 


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-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 2018-GS10 securitization should be revoked as to such users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 








 


4.         
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to
such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Controlling
    Class Representative][Holder of the majority of the Controlling Class][Controlling Class Certificateholder][1000 Wilshire
    Controlling Class Representative][Holder of the majority of the 1000 Wilshire Controlling Class][1000 Wilshire Controlling
    Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ________	 	 


cc:
GS Mortgage Securities Corporation II


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 






    Exhibit P-1F-2 


    


    

 





	 	 
	Name:	 
	Title:	 


 






    Exhibit P-1F-3 


    


    

 


EXHIBIT
P-1G


 


Form
of Certification of the CONTROLLING CLASS REPRESENTATIVE


 


[Date]


 





	Wells
                           Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        MAC
        D1050-084

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        Charlotte,
        North Carolina 28202

        Attention:
        GS 2018-GS10 Asset Manager

        Email: commercial.servicing@wellsfargo.com
	Wells
                           Fargo Bank, National Association

        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479

        Attention:
        Corporate Trust Services (CMBS)

        GS
        Mortgage Securities Trust 2018-GS10

        Email:
        trustadministrationgroup@wellsfargo.com;

                    cts.cmbs.bond.admin@wellsfargo.com

	Rialto
        Capital Advisors, LLC

        790
        NW 107th Avenue, 4th Floor

        Miami,
        Florida 33172

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile:
        (305) 229-6425
	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee

        Facsimile:
        (302) 630-4140

        Email:
        CMBSTrustee@wilmingtontrust.com

	

        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        GS 2018-GS10 Surveillance Manager

        (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	

        Trimont Real Estate Advisors, LLC

        One
        Alliance Center

        3500
        Lenox Road, Suite G1

        Atlanta,
        GA 30326

        Attention:
        Special Servicing

        Email:
        CMBS_Servicing@Trimontrea.com





 


		Re:	GS
                                         Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-GS10



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Controlling Class Representative] The undersigned hereby certifies that an executed
copy of this certification in paper form has


 






    Exhibit P-1G-1 


    


    

 


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 have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Controlling
    Class Representative]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:
    ________	 	 





cc:
GS Mortgage Securities Corporation II


 






    Exhibit P-1G-2 


    


    

 


EXHIBIT
P-1H 


 


Form
of Certification of the risk retention CONSULTATION PARTY 


 


[Date]


 





	Wells
                           Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        MAC
        D1050-084

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        Charlotte,
        North Carolina 28202

        Attention:
        GS 2018-GS10 Asset Manager

        Email:
        commercial.servicing@wellsfargo.com
	Wilmington
                           Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee

        Facsimile:
        (302) 630-4140

        Email:
        CMBSTrustee@wilmingtontrust.com

	 	 
	Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        GS 2018-GS10 Surveillance Manager

        (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	[Rialto
        Capital Advisors, LLC

        790
        NW 107th Avenue, 4th Floor

        Miami,
        Florida 33172

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile:
        (305) 229-6425]

	 	 
	Wells
        Fargo Bank, National Association

        9062
        Old Annapolis Road

        Columbia,
        Maryland 21045-1951

        Attention:
        Corporate Trust Services (CMBS)

        GS
        Mortgage Securities Trust 2018-GS10

        (with a copy sent to 

cts.cmbs.bond.admin@wellsfargo.com, and
        to trustadministrationgroup@wellsfargo.com)
	[Trimont
        Real Estate Advisors, LLC

        One
        Alliance Center

        3500
        Lenox Road, Suite G1

        Atlanta,
        GA 30326

        Attention:
        Special Servicing

        Email:
        CMBS_Servicing@Trimontrea.com]








 


		Re:	GS
                                         Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-GS10, RR Interests 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the [Pooled][1000 Wilshire] Risk Retention Consultation Party.


 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and


 






    Exhibit P-1H-1 


    


    

 


Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[RISK
    RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______ 


cc:
GS Mortgage Securities Corporation II


 






    Exhibit P-1H-2 


    


    

 


EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


		Attention:	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
                                         Certificates, Series 2018-GS10



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
July 1, 2018 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;



 


		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.          has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has
access to the Depositor’s 17g-5 website; and


 


c.          agrees
that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information
Provider’s Website; or


 


		3	The
                                         undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3)
                                         ten (10) or more times during the most recently ended calendar year, or (b) has determined
                                         and maintained credit ratings for at least 10% of the issued securities and money market
                                         instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii)
                                         in the calendar year prior to the year covered by the SEC Certification, if it accessed
                                         such information for 10 or more issued securities or money market instruments



 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1 


    


    

 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[IDENTIFY
    PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit P-2-2 


    


    




 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with [_____] (together with
its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain
financial, operational, structural and other information relating to the issuance of the GS Mortgage Securities Corporation Trust
2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 (the “Certificates”) pursuant to
the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by and
among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and the assets underlying or referenced by the
Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and
lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through
the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after
the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled
as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined below) in violation of this
                                         Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 


		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 






    Exhibit P-2-3 


    


    

 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to the terms herein, without the prior written consent
of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


		●	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
                                         Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
                                         to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance
                                         with this Confidentiality Agreement;



 


		●	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
                                         the Confidential Information to the NRSRO’s password protected website; and



 


		●	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a


 






    Exhibit P-2-4 


    


    

 


protective
order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree
not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other
reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its
efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion
of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however,
that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or
other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed


 






    Exhibit P-2-5 


    


    

 


that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


[_____________]


  



    Exhibit P-2-6 


    


    







 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479


 


		Attention:	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
                                         Certificates, Series 2018-GS10



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
July 1, 2018 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC,
                                         Intex Solutions, Inc., BlackRock Financial Management Inc., Moody’s Analytics,
                                         CMBS.com, Inc., Markit Group Limited, RealINSIGHT or Thomson Reuters Corporation, a market
                                         data provider that has been given access to the Statements to Certificateholders, CREFC®
                                         Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator,
                                         the Master Servicer, the General Special Servicer, the 1000 Wilshire Special Servicer,
                                         the Operating Advisor, the Asset Representations Reviewer and the 



 






    Exhibit P-3-1 


    


    

 


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.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.






 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-3-2 


    


    

 


EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	GS
                                         Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-GS10 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan and
Trust Subordinate Companion Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or Trust Subordinate Companion
Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Sections 2.01(c), 2.02(c) and 2.02(d)
of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and has determined that (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced
Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage
File” are in its possession, (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement
has been completed (based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all documents
received by the undersigned with respect to such Mortgage Loan have been reviewed by the undersigned and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan and the Trust Subordinate
Companion Loan; and (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing
Agreement and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage
Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and
(v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage
File.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 






    Exhibit Q-1 


    


    

 





	 	Wells
    Fargo Bank, National Association,

    as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Q-2 


    


    




 


SCHEDULE
A


 





	GS
    Mortgage Securities Corporation II

    200 West Street 

    New York, New York 10282

    Attention:  Leah Nivison

    Email:  leah.nivison@gs.com	S&P
                           Global Ratings

        55
        Water Street, 41st Floor

        New
        York, New York 10041

        Attention:
        Commercial Mortgage Surveillance Manager

        Email:
        cmbs_info_17g5@standardandpoors.com

	 	 
	Goldman
    Sachs Mortgage Company

    200 West Street 

    New York, New York 10282

    Attention:  Leah Nivison

    Email:  leah.nivison@gs.com	Fitch
        Ratings, Inc.

        One
        State Street Plaza

        New
        York, New York 10004

        Attention:
        Commercial Mortgage Backed Securities Surveillance

        Facsimile
        No.: (212) 635-0295

        E-mail:
        info.cmbs@fitchratings.com

	 	 
	Wells
        Fargo Bank, National Association

        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479

        Attention:
        Corporate Trust Services (CMBS)

        GS
        Mortgage Securities Trust 2018-GS10

        Email:
        trustadministrationgroup@wellsfargo.com;

          cts.cmbs.bond.admin@wellsfargo.com
	DBRS,
        Inc.

        333
        West Wacker, Suite 1800

        Chicago, Illinois 60606

        Fax: (312) 332-3492

        Attention: Commercial Mortgage Surveillance

        Email: cmbs.surveillance@dbrs.com

	 	 
	Wells
        Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        MAC
        D1050-084

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        Charlotte,
        North Carolina 28202

        Attention:
        GS 2018-GS10 Asset Manager

        Email: commercial.servicing@wellsfargo.com
	Rialto
        Capital Advisors, LLC

        790
        NW 107th Avenue, 4th Floor

        Miami,
        Florida 33172

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile:
        (305) 229-6425

         

	 

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee

        Facsimile:
        (302) 630-4140

        Email:
        CMBSTrustee@wilmingtontrust.com
	 

        Trimont
        Real Estate Advisors, LLC

        One
        Alliance Center

        3500
        Lenox Road, Suite G1

        Atlanta,
        GA 30326

        Attention:
        Special Servicing

        Email:
        CMBS_Servicing@Trimontrea.com





 






    Exhibit Q-3 


    


    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING
REQUESTED BY: 


 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing 


MAC
D1050-084 


Three
Wells Fargo 


401
South Tryon Street, 8th Floor 


Charlotte,
North Carolina 28202 


Attention:
GS 2018-GS10 Asset Manager


Telecopy
Number: (704) 715-0036 


Email:
commercial.servicing@wellsfargo.com


 









 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 July 1, 2018 (the “Agreement”)
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as master servicer (in
such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as General Special Servicer (the “General
Special Servicer”), Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer (the “1000 Wilshire
Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer (in such capacity,
the “Asset Representations Reviewer”) and Operating Advisor (in such capacity, the “Operating Advisor”),
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 and Trust Subordinate Companion Loan (the “Mortgage Loans”) serviced by the Master
Servicer and all properties (“Mortgaged 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 and Mortgaged
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.


 






    Exhibit R-1-1 


    


    

 


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 said modification or re-recording, in either instance,
(i) 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 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;


 






    Exhibit R-1-2 


    


    

 


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 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 Mortgaged 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, waivers, substitutions, extensions, amendments, consents to transfers of interests in
borrowers, consents to any subordinate


 






    Exhibit R-1-3 


    


    

 


financings
to be secured by any related Mortgaged 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 Mortgaged Property or otherwise, documents relating to the management, operation, maintenance, repair,
leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications
of the standards of operation and management of such Mortgaged 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 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
Mortgaged Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage
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


 






    Exhibit R-1-4 


    


    

 


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.


 


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 Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners, 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 the benefit of the registered holders of GS Mortgage Securities Trust 2018-GS10,
    Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared
    by:
	 	 
	 	 	Name:
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 


 






    Exhibit R-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 R-1-6 


    


    




 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR [GENERAL SPECIAL SERVICER] [1000 WILSHIRE SPECIAL SERVICER]


 


RECORDING
REQUESTED BY: 


 


[Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile:
(305) 229-6425] 


 


[Trimont
Real Estate Advisors, LLC 


One
Alliance Center 


3500
Lenox Road, Suite G1 


Atlanta,
GA 30326 


Attention:
Special Servicing 


Email:
CMBS_Servicing@Trimontrea.com]


 












SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


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, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2018-GS10,
Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners (the “Trustee”),
having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, in its capacity as Trustee hereby
constitutes and appoints [Rialto Capital Advisors, LLC, a Delaware limited liability company (“General Special
Servicer”), having an office at 790 NW 107th Avenue, Suite 400, Miami, FL 33172,] [Trimont Real Estate Advisors,
LLC, a _________ limited liability company (“1000 Wilshire Special Servicer”), having an office at One
Alliance Center, 3500 Lenox Road, Suite G1, Atlanta, Georgia 30326,] acting by and through any duly appointed officer, Trustee’s
true and lawful Attorney-in-Fact, in Trustee’s name, place and stead and for Trustee’s use and benefit, 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 13 below with respect to all mortgage loans and the Trust Subordinate
Companion Loan (the “Mortgage Loans”) serviced by [General Special Servicer] [1000 Wilshire Special Servicer]
and all properties (“REO Properties”) administered by [General Special Servicer] [1000 Wilshire Special Servicer];
provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the terms of the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Agreement”)
by


 






    Exhibit R-2-1 


    


    

 


and
among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, General
Special Servicer, 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10,
and no power is granted hereunder to take any action that would be adverse to the interests of either Wilmington Trust, National
Association, or Trustee. 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 or deed to secure debt, where said modification or re-recording
is solely for the purpose of correcting the Mortgage or deed of trust or deed to secure debt 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 or deed to secure debt
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 or deed to secure debt 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 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 deed to secure debt 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 or deed to secure debt and the endorsement of 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 or deed to secure debt upon payment and discharge of all sums secured thereby in
conjunction with the refinancing thereof, including, without limitation, the endorsement of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages, deeds of trust or deeds
to secure debt, and in the proceeds thereof,


 






    Exhibit R-2-2 


    


    

 


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 or deed to secure debt, in accordance with state law and the deed
of trust or deed to secure debt, as applicable;


 


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 in quiet title actions;


 


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, deed to secure debt, or state law to expeditiously complete said transactions in paragraphs 9.a.
through 9.h. above; and


 


j.
       the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property.


 


10.       
With respect to the holding, management and 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;


 






    Exhibit R-2-3 


    


    

 


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.
        bills of sale and associated instruments, if any, conveying personal property associated with such property;


 


e.
        escrow instructions; and


 


f.
        any and all other 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.       Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault
or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.


 


13.       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, deed to secure debt, or other security document in the related Mortgage File or the related Mortgaged
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, waivers, substitutions, extensions, amendments, consents to transfers of interests in
borrowers, consents to any subordinate financings to be secured by any related Mortgaged 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 Mortgaged Property, REO Property or otherwise, documents relating
to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements
and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties
or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage 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 Mortgaged Properties or REO Properties, instruments relating
to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.


 






    Exhibit R-2-4 


    


    

 


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 [General Special Servicer] [1000 Wilshire Special Servicer] has the power to delegate its rights or obligations
under the Agreement, the [General Special Servicer] [1000 Wilshire Special Servicer] also has the power to delegate the authority
given to it by 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 [General Special Servicer]
[1000 Wilshire Special Servicer]’s attorneys-in-fact shall have no greater authority than that held by the [General Special Servicer]
[1000 Wilshire Special Servicer].


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to Trustee under the Agreement, (ii) limit in any
manner the rights and protections afforded Trustee under the Agreement, or (iii) be construed to grant [General Special Servicer]
[1000 Wilshire 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 [General Special Servicer] [1000 Wilshire Special Servicer]
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then [General Special
Servicer] [1000 Wilshire Special Servicer] shall promptly forward a copy of same to Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to [General Special Servicer] [1000 Wilshire Special Servicer]
under the Agreement or to allow [General Special Servicer] [1000 Wilshire Special Servicer] to take any action with respect to
Mortgages, deeds of trust, deeds to secure debt or Mortgage Notes not authorized by the Agreement.


 


[General
Special Servicer] [1000 Wilshire Special Servicer] hereby agrees to indemnify and hold 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 [General Special Servicer] [1000 Wilshire 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.


 






    Exhibit R-2-5 


    


    




 


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, a national banking association, incorporated and existing under the laws
of the United States, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2018-GS10, Commercial
Mortgage Pass-Through Certificates, Series 2018-GS10, and the RR Interest Owners, 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 ____________. 


 


[END
OF TEXT - SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW]


 






    Exhibit R-2-6 


    


    

 





	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, INCORPORATED AND EXISTING UNDER THE LAWS OF THE UNITED STATES,
    AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES TRUST 2018-GS10, COMMERCIAL MORTGAGE PASS-THROUGH
    CERTIFICATES, SERIES 2018-GS10, AND THE RR INTEREST OWNERS
	 	 	 
	 	By:	 






	 	Name:	 
	 	Title:	 
	 	 	 
	Witness:	 	 
	 	 	 
	Signature	 	 
	 	 	 
	Printed
    Name	 	 
	 	 	 
	Witness:	 	 
	 	 	 
	Signature	 	 
	 	 	 
	Printed
    Name	 	 





 






    Exhibit R-2-7 


    


    

 

 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on
the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is
true and correct.


 


Witness my hand and official seal.





	 	 
	 	Notary Public
	 	My commission expires: ______________________________________________ 
	 	 
	[AFFIX NOTARY SEAL/STAMP ABOVE]	 


 






    Exhibit R-2-8 


    


    

 



EXHIBIT S


 


INITIAL COMPANION HOLDERS, INITIAL CLASS
MAJORITY CERTIFICATEHOLDER 


 


	Loan	Companion Holder
	GSK North American HQ	
        NOTE A-2: 

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

         

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Joe Osborne 

        Email: joe.osborne@gs.com

	Aliso Creek Apartments	
        NOTE B:

         

        Shinhan AIM Real Estate Fund No. 4

         

        NOTICE ADDRESS:

         

        Shinhan AIM Real Estate Fund No. 4

        

        c/o Shinhan Alternative Investment Management Co., Ltd.

        

        17FL, 70 Yeouidae-Ro, Yeongdeungpo-Gu, Seoul, Korea, 07325

        

        Attention: Jimmy Cheong (정세환)

        

        Phone: +82 2 3775 3947

        

        Email: shcheong@shinhan.com

         

        with a copy to:

         

        

         




 






    	Exhibit S-1



     


    

 


	 	K&L Gates LLP





599 Lexington Avenue





New York, NY 100022-6030





Attention: Henry Shin, Esq.





Phone: (212) 536-4866





Email: henry.shin@klgates.com 




	U.S. Industrial Portfolio	
        NOTE A-1:

         

        Wilmington Trust, National Association, as Trustee, for the
        Benefit of the Holders of the GS Mortgage Securities Trust 2018-GS9, Commercial Mortgage Pass-Through Certificates, Series 2018-GS9

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National
        Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee GSMS 2018-GS9

         

        with a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140

	FXI Portfolio	
        NOTE A-2: 

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

         

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Joe Osborne

        Email: joe.osborne@gs.com




 






    	Exhibit S-2



     


    

 


	Quality RV Resorts	
        NOTE A-2: 

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison 

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Joe Osborne 

        Email: joe.osborne@gs.com

	Marina Heights State Farm	
        NOTE A-1-S: 

         

        Wells Fargo Bank, National Association, as Trustee, for the
        Benefit of Holders of the GS Mortgage Securities Corporation Trust 2017-FARM, Commercial Mortgage Pass-Through Certificates, Series
        2017-FARM

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National
        Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) GSMS 2017-FARM

         

        with a copy to:

        

        Fax Number: (410) 715-2380

        E Mail: cts.cmbs.bond.admin@wellsfargo.com, and to

        trustadministrationgroup@wellsfargo.com

         

        NOTE A-1-C1:

         

        Wilmington Trust, National Association, as Trustee,
for the Benefit of the Holders of the GS

         




 






    	Exhibit S-3



     


    

 






		
        

        Mortgage Securities Trust 2018-GS9, Commercial Mortgage Pass-Through Certificates, Series 2018-GS9

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National
        Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee GSMS 2018-GS9

         

        with a copy to:

        

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         

        NOTE A-2-C1:

         

        Wilmington Trust, National Association, as Trustee, for the
        Benefit of the Holders of the BENCHMARK 2018-B3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National
        Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee - Benchmark 2018-B3

         

        with a copy to:

        

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         

        NOTE A-2-C2:

         

        Wilmington Trust, National Association, as Trustee, for the
        Benefit of the Holders of the BENCHMARK 2018-B4 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B4

         

        NOTICE ADDRESS:

         

        

         




 






    	Exhibit S-4



     


    

 





		
        

        Wilmington Trust, National
        Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee - Benchmark 2018-B4

         

        with a copy to:

        

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         

        NOTE A-2-C3:

         

        Wilmington Trust, National Association, as Trustee, for the
        Benefit of the Holders of the JPMDB Commercial Mortgage Securities Trust 2018-C8, Commercial Mortgage Pass-Through Certificates,
        Series 2018-C8

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National
        Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMDB 2018-C8

         

        with a copy to:

        

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         

        NOTES A-2-C4, A-2-C5:

         

        Wells Fargo Bank, National
        Association, as Trustee, for the Benefit of Holders of the BENCHMARK 2018-B2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2018-B2

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank,
National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) Benchmark 2018-B2

         




 






    	Exhibit S-5



     


    

 


	 	with a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 




	Davenport Commons	
        NOTE A-1: 

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

         

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Joe Osborne

        Email: joe.osborne@gs.com

	Two Democracy	
        NOTE A-1:

         

        Wilmington Trust, National Association, as Trustee, for the
        Benefit of the Holders of the GS Mortgage Securities Trust 2018-GS9, Commercial Mortgage Pass-Through Certificates, Series 2018-GS9

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National
        Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee GSMS 2018-GS9

         

        with a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140



 






    	Exhibit S-6



     


    

  


EXHIBIT T


 


FORM OF NOTICE RELATING
TO THE NON-SERVICED MORTGAGE LOANS


 


[Date]


 


	[Other Trustee]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Certificate Administrator]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	 	 
	[Other Master Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	 	 
	[Other Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Asset Representations Reviewer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]



 

		Re:	[Other Securitization Trust]



 


Ladies and Gentlemen:


 


Reference is hereby
made to the [Trust][Pooling] and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing Agreement”),
by and among [_____], as Depositor, [_____], as Master Servicer, [_____], as Special Servicer, [_____], as Certificate Administrator
and as Trustee, and [_____], as Operating Advisor and Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them (or an analogous term) in the Other Pooling and Servicing Agreement.


 


The undersigned is the
certificate administrator under the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “GS10 PSA”),
by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer (in
such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General
Special Servicer”), Trimont Real Estate Advisors, LLC, as 1000 Wilshire special servicer, (the “1000 Wilshire
Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Park Bridge
Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”), pursuant to which the GS Mortgage Securities
Trust 2018-GS10 (the “GS10 Trust”) was established and the [U.S. Industrial Portfolio][Marina Heights State
Farm][[After the applicable Servicing Shift


 






    	Exhibit T-1



     


    

 


Securitization Date:] Davenport Commons][Two Democracy] Mortgage Loan was transferred
to the GS10 Trust as of July 30, 2018 (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the GS10 PSA, is the holder of the [U.S. Industrial Portfolio][Marina Heights State
Farm][[After the applicable Servicing Shift Securitization Date:] Davenport Commons][Two Democracy] Mortgage Loan.


 


2.       You
are directed to remit to Wells Fargo Bank, National Association, as master servicer under the GS10 PSA, all amounts payable to,
and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer
under the GS10 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of the [U.S. Industrial Portfolio][Marina Heights State Farm][[After the applicable
Servicing Shift Securitization Date:] Davenport Commons][Two Democracy] Mortgage Loan, under the [Other Pooling and Servicing Agreement],
and the [U.S. Industrial Portfolio][Marina Heights State Farm][[After the applicable Servicing Shift Securitization Date:] Davenport
Commons][Two Democracy] Mortgage Loan Co-Lender Agreement, as applicable.


 


The [U.S. Industrial
Portfolio][Marina Heights State Farm][[After the applicable Servicing Shift Securitization Date:] Davenport Commons][Two Democracy]
Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the GS10 PSA) under the GS10 PSA.


 


3.       The
contact information for the GS10 Trustee, the GS10 Certificate Administrator, the GS10 Master Servicer, the GS10 General Special
Servicer, and the GS10 Controlling Class Representative with respect to the [U.S. Industrial Portfolio][Marina Heights State Farm][[After
the applicable Servicing Shift Securitization Date:] Davenport Commons][Two Democracy] Mortgage Loan are as follows:


 


	
        GS10 Trustee:

         
	 	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee

        

        Facsimile: (302) 630-4140

        

        Email: CMBSTrustee@wilmingtontrust.com

        

	GS10 Certificate Administrator:	 	
        Wells Fargo Bank, National Association

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045

        

        Attention: Corporate Trust Services (CMBS)

        

        GS Mortgage Securities Trust 2018-GS10

        

	GS10 Master Servicer:	 	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC-D1050-084

Three Wells Fargo

401 South Tryon Street, 8th Floor



 






    	Exhibit T-2



     


    

 


	 	 	Charlotte,
North Carolina 28202

Attention: GS 2018-GS10 Asset Manager

Email: commercial.servicing@wellsfargo.com





	GS10 Special Servicer:	 	
         

        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

        

	GS10 Controlling Class Representative:	 	
        RREF III-D AIV RR, LLC

        

        c/o Rialto Capital Management LLC

        600 Madison Avenue, 12th Floor

        New York, New York 10022

        Attention: Joseph Bachkosky

        Fax number: (212) 751-4646

         

        with a copy to:

         

        RREF III-D AIV RR, LLC

        

        c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646



 


4.       The
GS10 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 GS10 PSA will be available upon request.


 





	 	Very truly yours,
	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	Exhibit T-3



     


    

 




EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To:


 


	
        S&P Global Ratings

        55 Water Street, 41st Floor

        New York, New York 10041

        Attention: Commercial Mortgage Surveillance Manager

        Email: cmbs_info_17g5@standardandpoors.com
	
        DBRS, Inc.

        333 West Wacker, Suite 1800

        Chicago, Illinois 60606

        Fax: (312) 332-3492

        Attention: Commercial Mortgage Surveillance

        Email: cmbs.surveillance@dbrs.com

         

	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com	 


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing
Agreement dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer,Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10



[Mortgage Loan (the “Mortgage Loan”)][Trust Subordinate Companion Loan (the “Trust Subordinate Companion
Loan”)] identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________

____________________



 






    Exhibit U-1


     


    

 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the [Mortgage Loan][Trust Subordinate Companion Loan] pursuant to the terms
of the Mortgage Loan, of the type checked below:


 


____   a full defeasance of the
entire principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan]; or


 


____   a partial defeasance of
a portion of the principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan] that represents and, an allocated loan
amount of $____________ or _______% of the entire principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan];


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the [Mortgage Loan][Trust Subordinate Companion Loan] or the defeasance transaction:


 


(i)        The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)       The
defeasance was consummated on __________, 20__.


 


(iii)      The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)      The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)       The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other


 



    Exhibit U-2


     


    

 


than the defeasance
collateral and real property securing [Mortgage Loans][Trust Subordinate Companion Loan] included in the pool.


 


(vi)      The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)      The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the [Mortgage Loan][Trust Subordinate
Companion Loan] from the proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the
amounts and on the dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage
Loan documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral
only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the
defeasance), (iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account
only after the [Mortgage Loan][Trust Subordinate Companion Loan] has been paid in full, if any such release is permitted, (v) prohibit
transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral, and (vi)
provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and
expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of
maintaining the existence of the Defeasance Obligor.


 


(viii)    The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the [Mortgage Loan][Trust Subordinate Companion Loan] (or the allocated portion
thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment
Date), (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within
four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in
any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for the [Mortgage Loan][Trust Subordinate
Companion Loan] (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)       The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of


 



    Exhibit U-3


     


    

 


the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)       The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first
priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)       Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    

 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    Exhibit U-5


     


    

 


EXHIBIT V


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This
report will be delivered pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of [____] (the “Pooling
and Servicing Agreement”), among [_______].

Transaction: GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer as of December 31, [__]: [_______]


 


Directing Holder:
[_______]


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special
servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of
[a Final] Asset Status Report.



 


		b.	[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only
on the Specially Serviced Loans in respect of which [a Final] Asset Status Report has been issued. The [Final] Asset Status Reports
may not yet be fully implemented.



 


		2.	Prior to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing and if the Special Servicer
has subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the
applicable fully executed Major Decision Reporting Package approved or deemed approved by the Directing Holder to the Operating
Advisor concurrently with delivery to the Directing Holder.



 


		3.	After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:



 


		a.	with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision Reporting Package
and the



 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the
compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.



 






    Exhibit V-1


     


    

 


		 	opportunity to consult with respect to such Major Decision
and recommended action:



________


________


________


________


 


		b.	with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect
to such recommended action:






________


________


 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement on the loans identified in this
report. Based solely on such limited review of the items listed below, and subject to the assumptions, limitations and qualifications
set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is
not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing
Agreement during the prior calendar year on a “platform-level” basis. [The Operating Advisor believes, in its sole
discretion exercised in good faith, that the Special Servicer has failed to comply with the Servicing Standard, as a result of
the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION OF
REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List of Items that Were Considered in Compiling this Report



 


In rendering our assessment
herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer pursuant
to the Pooling and Servicing Agreement



 


		2.	Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s
website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset 



 






    Exhibit V-2


     


    

 


			Status Report (after an Operating Advisor Consultation
Event), and each Final Asset Status Report, in each case, delivered or made available to the Operating Advisor pursuant to the
terms of the Pooling and Servicing Agreement.



 


		3.	The Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s
compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations delivered or made
available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.



 


		4.	[LIST OTHER REVIEWED INFORMATION].



 


		5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling
and Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor
pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]



 


NOTE: The Operating Advisor’s
review of the above materials should be considered a limited review and not be considered a full or limited audit. For instance,
we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices),
review underlying lease agreements or similar documents, re-engineer the quantitative aspects of their net present value calculator,
visit any related property, visit the Special Servicer, visit the Directing Holder or interact with any borrower. In addition,
our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of
the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does
not take into account the reasonableness of the discretionary portions of such formulas.


 


		IV.	Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions
Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report
on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under
the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be
immaterial.



 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments,
and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to
execute such documents.



 


		3.	Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that
is delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating
Advisor did not participate in, or have access to, the Special Servicer’s and Directing Holder’s 



 






    Exhibit V-3


     


    

 


	 	 	discussion(s) regarding
any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Holder directly. As such,
the Operating Advisor relied solely upon the information delivered to it by the Special Servicer as well as its interaction with
the Special Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not
designed and cannot be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced
Loan pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards
set forth in the Pooling and Servicing Agreement or the actions of the Special Servicer.



 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of any communication held between it and the Special Servicer regarding any Specially Serviced
Loan and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result,
this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		6.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s
website.



 


		7.	This report does not constitute recommendations to buy, sell or hold any security, nor does the
Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review
of the Special Servicer as described above.



 


Terms used but not defined in this report
have the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4


     


    

 


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending 

Replacement of [GENERAL Special Servicer] [1000 WILSHIRE SPECIAL 

SERVICER]


 


Wilmington Trust, National Association


as Trustee


1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee


Facsimile: (302) 630-4140


Email: CMBSTrustee@wilmingtontrust.com




 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust
Services (CMBS)


GS Mortgage Securities Trust
2018-GS10


Telecopy Number: (410) 715-2380


 


[Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer


Facsimile: (305) 229-6425]


 


[Trimont Real Estate Advisors,
LLC


One Alliance Center


3500 Lenox Road, Suite G1


Atlanta, GA 30326


Attention: Special Servicing


Email: CMBS_Servicing@Trimontrea.com]


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, 

Recommendation of Replacement of Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as


 



    Exhibit W-1


     


    

 


Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders
of GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 (the “Certificates”)
regarding the replacement of the [General][1000 Wilshire] Special Servicer. Capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the [General Special Servicer’s] [1000 Wilshire Special Servicer’s] operational practices conducted pursuant to
and in accordance with Section 3.26 of the Pooling and Servicing Agreement, it is our assessment that [Rialto Capital Advisors,
LLC] [Trimont Real Estate Advisors, LLC], in its current capacity as [General Special Servicer] [1000 Wilshire Special Servicer],
is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The
following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that [Rialto Capital Advisors, LLC] [Trimont Real Estate Advisors, LLC] be removed as [General Special
Servicer] [1000 Wilshire Special Servicer] and that [________] be appointed its successor in such capacity.


 








	 	Very
    truly yours,
	 	 	 
	 	 
	 	[The
    Operating Advisor]


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 


 




    Exhibit W-2


     


    

 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC-D1050-084

Three Wells Fargo

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: GS 2018-GS10 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com]


 


[Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer


Facsimile: (305) 229-6425]


 


[Trimont Real Estate Advisors, LLC


One Alliance Center


3500 Lenox Road, Suite G1


Atlanta, GA 30326


Attention: Special Servicing


Email: CMBS_Servicing@Trimontrea.com]


 


		Re:	Access to Certain Information Regarding GS Mortgage Securities Trust 2018-GS10,
Commercial Mortgage Pass-Through Certificates, Series 2018-GS10



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), among the GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC,
as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Defined
terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association
(“Wells Fargo”)][Rialto Capital Advisors, LLC (“Rialto”)] [Trimont Real Estate Advisors,
LLC (“Trimont”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans and the Trust Subordinate Companion
Loan to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may


 



    Exhibit X-1


     


    

 


[_____] [__], 20[__]


Page 2


 



have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells Fargo][Rialto][Trimont] will provide
the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the Trust Subordinate Companion Loan and the related Mortgaged
Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes or may be based upon information
provided to [Wells Fargo][Rialto][Trimont] by third parties, (b) may not have been verified by [Wells Fargo][Rialto][Trimont],
and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells Fargo][Rialto][Trimont], the [“Master
Servicer”] [“General Special Servicer”] [“1000 Wilshire Special Servicer”] (as
defined in the Pooling and Servicing Agreement) and its Representatives (as defined below) shall not have any liability to the
Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of
the Confidential Information, or (z) [Wells Fargo][Rialto][Trimont]’s failure or inability to provide the Confidential Information
to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Wells Fargo][Rialto][Trimont]; (b) information that is obtained by Company from a third person who,
insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary
obligation to [Wells Fargo][Rialto][Trimont]; (c) information that is or becomes publicly available through no fault of Company;
and (d) information that is independently developed by Company. The term “Representatives” with respect to any entity
shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal
counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo][Rialto][Trimont]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo][Rialto][Trimont]’s surveillance
group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or any
successor or replacement system (“System”).
[Wells Fargo][Rialto][Trimont] may cease or defer providing the Company with Confidential Information in the event that (a) the
Company or its Representatives violate any provision hereof, or (b) [Wells Fargo][Rialto][Trimont] determines (in its sole discretion)
that such termination is necessary for any reason, including its determination that such action is required pursuant to the terms
of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Wells Fargo][Rialto][Trimont]
shall cease to provide the Company with Confidential Information if [Wells Fargo][Rialto][Trimont] has actual knowledge that the
Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo][Rialto][Trimont]
determines that the provision, notice or access to such Confidential Information would violate the accepted servicing practices
or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information.


 



    Exhibit X-2


     


    

 


[_____] [__], 20[__]


Page 3


 



[Wells Fargo][Rialto][Trimont]’s remedies hereunder, at law or at equity, are cumulative
and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo][Rialto][Trimont] intends at all times to comply with the terms and provisions
of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells
Fargo][Rialto][Trimont]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed
in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original instrument,
and all such counterparts together shall constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 








	 	Very truly yours,
	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]





 





	 	[TRIMONT REAL ESTATE ADVISORS,
LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 





	CONFIRMED AND AGREED TO:	 
	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit X-4


     


    

 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION






 


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the GS Mortgage Securities Trust 2018-GS10 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the Master Servicer and the [General][1000
Wilshire] Special Servicer have fulfilled their obligations under the Pooling and Servicing Agreement in all material respects;
and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors,
LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B) Wells Fargo Bank,
National Association, as Master Servicer for the U.S. Industrial Portfolio Mortgage Loan and the Two Democracy Mortgage Loan, Rialto
Capital Advisors, LLC, as General Special Servicer for the U.S. Industrial Portfolio Mortgage Loan and


 



    Exhibit Y-1


     


    

 


the Two Democracy Mortgage
Loan, Wells Fargo Bank, National Association, as Certificate Administrator for the U.S. Industrial Portfolio Mortgage Loan and
the Two Democracy Mortgage Loan, Wilmington Trust, National Association, as Trustee for the U.S. Industrial Portfolio Mortgage
Loan and the Two Democracy Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer
for the U.S. Industrial Portfolio Mortgage Loan and the Two Democracy Mortgage Loan;


 


(C) KeyBank National
Association, as Master Servicer for the Marina Heights State Farm Mortgage Loan, Aegon USA Realty Advisors, LLC, as Special Servicer
for the Marina Heights State Farm Mortgage Loan, Wells Fargo Bank, National Association, as Trustee, Certificate Administrator
and Custodian for the Marina Heights State Farm Mortgage Loan and Park Bridge Lender Services LLC as Operating Advisor and Asset
Representations Reviewer for the Marina Heights State Farm Mortgage Loan; and


 


(D) [AFTER THE APPLICABLE
SERVICING SHIFT SECURITIZATION DATE:] [______], as Master Servicer for the Davenport Commons Mortgage Loan, [______], as Special
Servicer for the Davenport Commons Mortgage Loan, [______], as Trustee for the Davenport Commons Mortgage Loan, [______], as Certificate
Administrator for the Davenport Commons Mortgage Loan, and [______], as Operating Advisor and Asset Representations Reviewer for
the Davenport Commons Mortgage Loan.


 





Date:
 __________________________________


 


	 	 	 
	[NAME OF OFFICER]	 	 
	(Senior officer in charge of securitization of the depositor)	 	 


 




    Exhibit Y-2


     


    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


GS Mortgage Securities Corporation II


200 West Street


New York, New York 10282


Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10, issued pursuant to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicers and the Operating Advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Reports;


 






    Exhibit Z-1-1


     


    

 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


 








	Dated: 	 	 


 





	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-1-2


     


    

 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison






 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, issued pursuant to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






    Exhibit Z-2-1


     


    

 


3.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is being signed by me as
an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling and
Servicing Agreement.


 








	Dated: 	 	 


 





	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-2-2


     


    

 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY [General][1000 Wilshire]
SPECIAL SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison






 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, issued pursuant to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the [General][1000
Wilshire] Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the [General][1000
Wilshire] Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and
Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K,
the “Reports”) (such information provided by the [General][1000 Wilshire] Special Servicer, collectively, the
“[General][1000 Wilshire] Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the [General][1000 Wilshire] Special Servicer Periodic Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-3-1


     


    

 


3.       Based
on my knowledge, all servicing and other information required to be provided by the [General][1000 Wilshire] Special Servicer under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the [General][1000
Wilshire] Special Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the [General][1000 Wilshire]
Special Servicer under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing
the [General][1000 Wilshire] Special Servicer’s compliance statement required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the [General][1000
Wilshire] Special Servicer Periodic Information, the [General][1000 Wilshire] Special Servicer has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the [General][1000 Wilshire] Special Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the [General][1000 Wilshire] Special Servicer’s assessment of compliance with the Relevant Servicing
Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted
by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the [General][1000
Wilshire] Special Servicer or any Servicing Function Participant retained by the [General][1000 Wilshire] Special Servicer (the
“Relevant Servicing Criteria”) and their related attestation reports on assessment of compliance with the Relevant
Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and
Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports
and such assessment of compliance with servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the [General][1000 Wilshire] Special Servicer responsible for reviewing the activities performed by the [General][1000
Wilshire] Special Servicer under the Pooling and Servicing Agreement.


 








	Dated: 	 	 


 





	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-3-2


     


    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison






 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, issued pursuant to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special
Servicer,Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-4-1


     


    

 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.


 








	Dated: 	 	 


 





	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-4-2


     


    

 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, issued pursuant to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.       Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-5-1


     


    

 


3.       Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement.


 








	Dated: 	 	 


 





	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, issued pursuant to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.  



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively,
the “Custodian Periodic Information”);


 


2.       Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-6-1


     


    

 


3.       Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any
Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement.


 








	Dated: 	 	 


 





	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-6-2


     


    

 


Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates,
Series 2018-GS10, issued pursuant to the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”);


 


2.       Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-7-1


     


    

 


3.       Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information;


 


4.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Asset Representations Reviewer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Asset Representations Reviewer’s assessment of compliance with the Relevant Servicing Criteria in order to
enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Asset Representations
Reviewer or any Servicing Function Participant retained by the Asset Representations Reviewer (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required
under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material
instances of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance
with servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.


 








	Dated: 	 	 


 





	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-7-2


     


    

 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
        Certificate Administrator

        Master Servicer

Special Servicer

	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
        Certificate Administrator

        Master Servicer

Special Servicer

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	
        Master Servicer

        Special Servicer

Custodian (as applicable)

	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master Servicer

Special Servicer

Certificate Administrator
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
        Certificate Administrator

        Master Servicer

        Special Servicer

         

	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator



 






    Exhibit AA-1


     


    

 


	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Master Servicer

Special Servicer

Trustee (as applicable)2
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	
        Certificate Administrator

        Master Servicer

Special Servicer

	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	
        Certificate Administrator

        Master Servicer

Special Servicer

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
        Certificate Administrator

        Master Servicer

Special Servicer

	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	
        Certificate Administrator

         Master Servicer

Special Servicer

	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	
        Certificate Administrator

        Operating Advisor (with respect to A and B)

         

	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer



 


 






 


2   Only to
the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year. 


 






    Exhibit AA-2


     


    

 


	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	
        Special Servicer

Operating Advisor

	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


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3


     


    

 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Exhibit AA-4


     


    


 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special
Servicer and the 1000 Wilshire Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master
Servicer, the General Special Servicer and the 1000 Wilshire Special Servicer (in its capacity as such) shall be entitled to assume
that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the
Master Servicer, the General Special Servicer or the 1000 Wilshire Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan or the Trust Subordinate Companion Loan for which the Master Servicer,
the General Special Servicer or the 1000 Wilshire Special Servicer is not the applicable Master Servicer or the Special Servicer,
as the case may be. For this GS Mortgage Securities Trust 2018-GS10 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer, the General Special Servicer and the 1000 Wilshire Special Servicer (in its capacity as such)
shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     
        Item 1121(a)(13) of Regulation AB

         
	●       Certificate Administrator

	
        Item 1B: Distribution and Pool Performance Information:

         

        ●     
        Item 1121(a)(14) of Regulation AB

        

        ●     
Item 1121(d) of Regulation AB 

        ●     
        Item 1121(e) of Regulation AB

         
	
        ●     
        Certificate Administrator

         

        ●     
        Depositor

         

        ●     
        Asset Representations Reviewer

         

	
        Item 2: Legal Proceedings:

         
	
        ●     
        Master Servicer (as to itself)

         



 


     Exhibit BB-1


     


    
 

	●       Item
                                         1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure
                                         only of proceedings described therein that are material to security holders)
	●     
        Special Servicer (as to itself)

         

        ●     
        Certificate Administrator (as to itself)

         

        ●     
        Trustee (as to itself)

         

        ●     
        Depositor (as to itself)

         

        ●     
        Operating Advisor (as to itself)

         

        ●     
        Any other Reporting Servicer (as to itself)

         

        ●     
        Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in
        principal control of the proceedings)

         

        ●     
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     
        Originators under Item 1110 of Regulation AB

         

        ●     
        Party under Item 1100(d)(1) of Regulation AB

         

	Item
    3:  Sale of Securities and Use of Proceeds

    
	●       Depositor

	Item
    4:  Defaults Upon Senior Securities

    
	●       Certificate
                                         Administrator

	Item
    5:  Submission of Matters to a Vote of Security Holders

    
	●       Certificate
                                         Administrator

	Item
        6: Significant Obligors of Pool Assets:

         

        ●     
        Item 1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall consist of such quarterly and annual

        
	●     
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     
        Special Servicer (as to REO Properties)

         



 


     Exhibit BB-2


     


    
 

	
        operating statements, budgets and rent rolls of the related
        Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower (except
        in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under
        Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor under
        item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and,
        if such information for a prior period was required but not previously reported, such information for such prior
        period; and

         

        (c) the information shall be reportable in the Form 10-D that
        relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

        

        Item 1124 of Regulation AB.

         
	Mortgage Loan Seller (as sponsor (as defined in Regulation AB))
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     
        Item 1114(b)(2) and Item 1115(b) of Regulation AB

         
	●       Depositor
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     
        Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     
        Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale
        Reserve Account as of the related Distribution Date and the preceding Distribution Date)

        



 


     Exhibit BB-3


     


    
 

	 	
        ●     
        Master Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from
        the Special Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Collection
        Account as of the related Distribution Date and the preceding Distribution Date)

        

        ●     
Special Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution
Date) 

        ●     
        Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e)
        of Regulation AB to the extent material to Certificateholders)

        

	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	●       Depositor
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     
        Certificate Administrator

        

        ●     
        Depositor

         

        provided, in each case, that this shall in
no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party. 

	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●       Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such 


 


     Exhibit BB-4


     


    
 

	 	  party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

        
	●       The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

        
	●       Depositor
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	●       Certificate Administrator 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of
Regulation S-K) 
	●       Not Applicable.
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	●       Not Applicable.
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as	●       Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under 


 


     Exhibit BB-5


     


    
 

	“Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.


 


     Exhibit BB-6


     


    
 

EXHIBIT
CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer,
the General Special Servicer and the 1000 Wilshire Special Servicer (in its capacity as such) shall be entitled to rely on the
accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific notice to the contrary from the Depositor or the Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer, the General Special Servicer, and the 1000 Wilshire Special Servicer (in its capacity as such)
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer, the General Special Servicer or the 1000 Wilshire Special Servicer be required to
provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan or Trust Subordinate Companion Loan for
which the Master Servicer, the General Special Servicer or the 1000 Wilshire Special Servicer is not the applicable Master Servicer
or Special Servicer, as the case may be. For this GS Mortgage Securities Trust 2018-GS10 Pooling and Servicing Agreement, each
of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the 1000 Wilshire Special
Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	●       Depositor


 


     Exhibit CC-1


     


    
 

	
        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”

        
	●       Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.  
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         

        ●     
        Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ●     
        The Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         

        ●     
        Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●       The Depositor	 


 


     Exhibit CC-2


     


    
 

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         

        ●     
        Item 1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●     
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     
        Special Servicer (as to REO Properties)

         
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ●     
        Items 1114(b)(2) and 1115(b) of Regulation AB

         
	●       Depositor


 


     Exhibit CC-3


     


    
 

	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     
        Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
        that are material to security holders)

         
	
        ●     
        Master Servicer (as to itself)

         

        ●     
        Special Servicer (as to itself)

         

        ●     
        Certificate Administrator (as to itself)

         

        ●     
        Trustee (as to itself)

         

        ●     
        Depositor (as to itself)

         

        ●     
        Trustee/Certificate Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ●     
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     
        Originators under Item 1110 of Regulation AB

         

        ●     
        Party under Item 1100(d)(1) of Regulation AB

        

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) the Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●      1119(b) of Regulation
        AB,

        
	
        ●     
        Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
        Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        

        ●     
Special Servicer 

        ●     
        Certificate Administrator

        

        ●     
Trustee 

        ●     
        Asset Representations Reviewer

        

        ●     
        Each party (other than the Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of
        one or more Mortgage Loans or the Trust Subordinate Companion Loan, if the Prospectus specifically states that the applicable Mortgage
        Loans or the Trust Subordinate Companion Loan were 10% or more of the assets of the Trust at the date of the Prospectus (provided
        that such a party shall no longer constitute a “Party Responsible” under this item from and after the date (if

         



 


     Exhibit CC-4


     


    
 

	
        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2018-GS10 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) the Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     
        1119(c) of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2018-GS10 transaction
        or the Mortgage Loans or the Trust Subordinate Companion Loan between itself (that is, the particular “Party Responsible”)
        or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) the Mortgage
        Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the
        Certificates and (C) need not be disclosed for purposes of the applicable Form

        
	
        any) when the Depositor notifies the parties
to this Agreement to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust). 

        ●     
Each party (other than the Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the
parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the
Form 10-K is due. 

        ●     
Each party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB. 

        ●     
        Each party (if any) that that is specifically identified as an “other material party to the securities or transaction for
        purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by
        the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the
        year in which the Form 10-K is due.

         



 


     Exhibit CC-5


     


    
 

	10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                      
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     
        1119(b) of Regulation AB,

         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2018-GS10 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was

        
	
        ●     
        The Depositor

        

        ●     
        The Mortgage Loan Seller

         



 


     Exhibit CC-6


     


    
 

	
        disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     
        1119(c) of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2018-GS10 transaction
        or the Mortgage Loans or the Trust Subordinate Companion Loan between itself (that is, the particular “Party Responsible”)
        or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed
        within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	●       Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	●       Depositor


 


     Exhibit CC-7


     


    
 

	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     
        Trustee

        

        ●     
Certificate Administrator 

        ●     
        Depositor

         

        provided, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or
        Certificate Administrator, then the Depositor shall be the responsible party.

         

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●       Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

        
	●       Not Applicable
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K)

        
	●       Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form
10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K) 
	●       Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	●       Not Applicable.


 


     Exhibit CC-8


     


    
 

	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	●       Not Applicable
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
        Item 601 of Regulation S-K)

        
	●       Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)

        
	●       Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

        
	●       Not applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered
        public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

        
	●       Depositor
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling
        and Servicing Agreement.

         
	
        ●     
        Master Servicer

        

        ●     
Special Servicer 

        ●     
        Depositor

        

        ●     
        Any other Servicing Function Participant

         

        provided, however, in each case, that such
        party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such
        party is required to deliver or cause the delivery of the related attestation report.

         



 


     Exhibit CC-9


     


    
 

	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	●       Certificate Administrator 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No.
31(i) of Item 601 of Regulation S-K). 
	●       Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

        
	●       Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).

        
	●       Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for
        asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

        
	●       Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

        
	●       Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
        Regulation S-K).

        
	●       Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
        (Exhibit No. 36 of Item 601 of Regulation S-K).

        
	Depositor


 


     Exhibit CC-10


     


    
 
 

	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	●       Not Applicable.	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	●       Not Applicable.	 
	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●       Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer, the General Special Servicer or the 1000 Wilshire Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).	 
	Item 15:  Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15:  Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        

        [Depositor]

         

	Item 15:  Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        

        [Depositor]

         



 


     Exhibit CC-11


     


    
 

EXHIBIT
DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has knowledge of such information (other than information as to itself). Each
of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the 1000 Wilshire Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or the Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer
and the 1000 Wilshire Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer, the General
Special Servicer or the 1000 Wilshire Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan or Trust Subordinate Companion Loan for which the Master Servicer, the General Special Servicer or
the 1000 Wilshire Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this GS Mortgage
Securities Trust 2018-GS10 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer,
the General Special Servicer and the 1000 Wilshire Special Servicer (in its capacity as such) shall be entitled to assume that
there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●     
        Depositor, except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of
        material contracts to which the registrant or a subsidiary thereof is a party).

         

        ●     
        Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item
        1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
        asset-backed securities transaction, even if the registrant is not a party to such agreement), in

        



 


     Exhibit DD-1


     


    
 

	 	each case to the extent of any amendment or definitive agreement that satisfies all the following conditions:  (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●       Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●       Depositor, to the extent of any material agreement not covered in the prior item


 


     Exhibit DD-2


     


    
 

	Item 1.03:  Bankruptcy or Receivership	  ●       Depositor
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     
Depositor 

        ●     
        Certificate Administrator

        

	Item 3.03:  Material Modification to Rights of Security Holders	  ●       Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	  ●       Depositor
	Item 6.01:  ABS Informational and Computational Material	  ●       Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     
        Trustee

        

        ●     
Depositor 

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer, General Special Servicer or 1000 Wilshire Special Servicer	
        ●     
        Certificate Administrator

        

        ●     
Master Servicer or Special Servicer, as the case may be (in each case, as to itself) 

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     
Master Servicer 

        ●     
        Special Servicer

        

        ●     
Certificate Administrator 

        ●     
        Depositor

        

	Item 6.03:  Change in Credit Enhancement or External Support	
        ●     
Depositor 

        ●     
        Certificate Administrator

        

	Item 6.04:  Failure to Make a Required Distribution	  ●       Certificate Administrator
	Item 6.05:  Securities Act Updating Disclosure	  ●       Depositor
	Item 7.01:  Regulation FD Disclosure	  ●       Depositor
	Item 8.01:  Other Events	  ●       Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)

        
	  ●       Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	  ●       Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws

        
	  ●       Depositor


 


     Exhibit DD-3


     


    
 

	(Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)	 
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

        
	
        ●     
        Certificate Administrator

         

        provided, in each case, that this shall in
no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)

        
	●       Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	●       Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

        
	●       Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item
        601 of Regulation S-K)

        
	●       Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit No.
        20 of Item 601 of Regulation S-K)

        
	●       Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

        
	●       Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name

        
	●       Certificate Administrator


 


     Exhibit DD-4


     


    
 

	of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of
Regulation S-K) 
	●       Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	●       Not Applicable.


 


     Exhibit DD-5


     


    
 



EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO


cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE


ADDRESS IMMEDIATELY
BELOW**


 


Wells Fargo Bank, National Association,
as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 20145-1951


Attn: Corporate Trust Services (CMBS) GS
Mortgage Securities Trust 2018-GS10


 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC,
as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [              ], phone number: [               ]; email address: [               ].


 








	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


cc: Depositor






    Exhibit EE-1


     


    

 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


	Mortgage Loan Seller	Property Name	Sub-Servicer Name	Sub-Servicer’s Duties


	GSMC	Aliso Creek Apartments	NorthMarq Capital, LLC	Cashiering
	GSMC	MOA Hotel Leased Fee Portfolio	NorthMarq Capital, LLC	Cashiering
	GSMC	Dallas Commons	NorthMarq Capital, LLC	Cashiering
	GSMC	Spring Hill Logistics Center	Bellwether Enterprise Real Estate Capital, LLC	Not Applicable, Broker Strip
	GSMC	Naples Plaza	Bellwether Enterprise Real Estate Capital, LLC	Not Applicable, Broker Strip
	GSMC	Holiday Inn Express Toledo West	Bellwether Enterprise Real Estate Capital, LLC	Not Applicable, Broker Strip
	GSMC	Capital Complex	Bellwether Enterprise Real Estate Capital, LLC	Not Applicable, Broker Strip
	GSMC	Courtyard Bentonville	CBRE Loan Services, Inc.	Not Applicable, Broker Strip
	GSMC	The Commons	Holliday Fenoglio Fowler, L.P.	Not Applicable, Broker Strip


 


    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


NorthMarq Capital, LLC


 




    Exhibit GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Rialto Capital Advisors, LLC, as General
Special Servicer] [Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer] [Wilmington Trust, National Association,
as Trustee] [Wells Fargo Bank, National Association, as Certificate Administrator] (the “Certifying
Servicer”), certify to GS Mortgage Securities Corporation II and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] and the Certifying Servicer’s performance under the Pooling
and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects [throughout such year] [between [__] and [__]].
[To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement:
[SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	


 


[WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Master Servicer]

[RIALTO CAPITAL ADVISORS, LLC, as General 

Special Servicer]


[TRIMONT REAL ESTATE ADVISORS, LLC,
as 1000 

Wilshire Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Certificate Administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee]


 






    Exhibit HH-1


     


    

 





	By:	
	 
	 	Name:	 
	 	Title:	 


 




    Exhibit HH-2


     


    

 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		1.	[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator, operating advisor] involving commercial mortgage loans [other than __________________1]
(the “Platform”);



 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 






    Exhibit II-1


     


    

 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 





[Date of Certification]


 





	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	

	 	 	Name:
	 	 	Title:


 




    Exhibit II-2


     


    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:


Commercial Real Estate Finance Council, Inc.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 




    Exhibit JJ-1


     


    

 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com;


trustadministrationgroup@wellsfargo.com


 


Ref: GSMS 2018-GS10, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	GSMS 2018-GS10	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	GSMS 2018-GS10	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	GSMS 2018-GS10	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit KK-1


     


    

 


EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479


Attention: Corporate Trust Services (CMBS)


GS Mortgage Securities Trust 2018-GS10


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as
[ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        MM/DD/YYYY
	
        Ending Balance as of 

        MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


 






    Exhibit LL-2


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                  ], phone number: [                  ]; email address: [                 ].


 








	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


cc: Depositor


 




    Exhibit LL-3


     


    

 


EXHIBIT
MM


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 20145-1951


Attention: Corporate Trust Services (CMBS)


GS Mortgage Securities Trust 2018-GS10


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC-D1050-084

Three Wells Fargo

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: GS 2018-GS10 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer


Facsimile: (305) 229-6425


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor


New York, New York 10016


Attention: GS 2018-GS10 Surveillance Manager


(with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of July 1, 2018, by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont
Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer 



 






    Exhibit MM-1


     


    

 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the
“Transferor”) to us (the “Transferee”)
of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact
Info: [Tel/Email]	 


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit MM-2


     


    

 


EXHIBIT
NN


 


FORM OF ASSET REVIEW
REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2018-GS10



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Mortgage Loans. 



 

	 	2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 

	 	
        3.
	
        The ARR, other than forwarding
this report to the persons listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report.

	 	 	 
	 	4.	Capitalized words and phrases used herein
        shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.



 








 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 







    Exhibit NN-1


     


    

 





	 	 	PARK BRIDGE LENDER SERVICES LLC,
as Asset Representations Reviewer



 


		By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member



 


		By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit NN-2


     


    

 


Exhibit A


 


Detailed Scorecard


[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[__]	Lease Estoppels	[__]	[Insert Test Description]	[Insert Test findings]
	[__]	Due on Sale or Encumbrance	[__]	 	 


 


    Exhibit NN-3


     


    

 


EXHIBIT
OO


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2018-GS10



 


Ladies and
Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of July
1, 2018 (the “Pooling and Servicing Agreement”), the
undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset
Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report Summary.


 


		1.	We have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.



 

	 	2.	A conclusion by the Asset Representations Reviewer of a passed or a failed shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 

	 	3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.



 

	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.



 








 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 






    Exhibit OO-1


     


    

 





	 	 	PARK BRIDGE LENDER SERVICES LLC,
as Asset Representations Reviewer



 


		By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member



 


		By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit OO-2


     


    

 


Exhibit A


 


Summary Scorecard


[Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	[__]	Lease Estoppels	[__]
	[__]	Due on Sale or Encumbrance	[__]



 






    Exhibit OO-3


     


    

 


EXHIBIT
PP


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Subject Loan
based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit PP and the terms
of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern
the Asset Representations Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


		Step
                            1	Asset
                                         Representations Reviewer (“ARR”) receives the following items before
                                         beginning its review:



 


		■	CREFC®
                                         Delinquent Mortgage Loan Status Report



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Notice
                                         of Asset Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote



 


		■	Asset
                                         Review Notice



 


		■	List
                                         of all Subject Loans



 


		■	Review
                                         Materials for each Subject Loan via Secure Data Room access, including the Diligence
                                         File



 


		■	Any
                                         Unsolicited Information (if applicable)



 




Step 2 For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in
the Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents
provided in the definition of “Mortgage File” of this Agreement, any comparable lists included in the related Mortgage
Loan Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 


Step
3   If ARR determines that the information made available to it in the Secure Data Room with respect to any Subject
Loan is missing any documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents
and, within the time


 



    Exhibit PP-1


     


    

 


periods specified in Section 12.01 of this Agreement, (i) notifies the Master Servicer (with respect
to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) of such missing documents,
and request that the Master Servicer or the Special Servicer, as the case may be, deliver to the ARR such missing document(s)
to the extent in its possession and (ii) in the event any missing documents are not provided by the Master Servicer or the Special
Servicer, as the case may be, the ARR shall request such documents from the related Mortgage Loan Seller.


 


Analysis
and Testing of Representations and Warranties


 


		Step
                            4	For
                                         each Subject Loan for which ARR has received all Review Materials required to complete
                                         an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with
                                         each representation and warranty made by the related Mortgage Loan Seller with respect
                                         to such Subject Loan as follows:



 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller.



 


		■	For
                                         each representation and warranty, ARR lists



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty;



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller; and



 


		o	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion;



 


		o	completing
                                         the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated
                                         herein with respect to each representation and warranty.



 


		●	ARR
                                         will not attempt (and has no obligation) to determine the materiality of any potential
                                         breach of a representation or warranty that it discovers evidence of during its review
                                         as contemplated herein.



 




    Exhibit PP-2


     


    

 


EXHIBIT
QQ


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2018-GS10


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of July
1, 2018 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont
Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The undersigned is an authorized representative of the [Depositor][Asset
Representations Reviewer].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]



 






    Exhibit QQ-1


     


    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY],

    as [role]
	 	 
	 	By:	 
	 	 	Name:
Title:





 


Dated: _______


 


[GS Mortgage Securities Corporation
II, as Depositor]


 





		By:	 	 
		 	[Name]

                                         [Title]	 


 




    Exhibit QQ-2


     


    

 


EXHIBIT
RR


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC-D1050-084

Three Wells Fargo

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: GS 2018-GS10 Asset Manager

Email: commercial.servicing@wellsfargo.com	
        Trimont Real Estate
Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite
G1

        Atlanta, GA 30326

        Attention: Special
Servicing

        Email: CMBS_Servicing@Trimontrea.com

         

	 	 
	
        Rialto Capital Advisors,
LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida 33172

        Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile: (305) 229-6425
	 
	 	 


		Attention:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator hereby notifies
you that as of [RELATED DISTRIBUTION DATE]:


 


		5.	_____   An additional Mortgage Loan has become a Delinquent Mortgage Loan.



 


		6.	_____   A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.



 


		7.	_____   An Asset Review Trigger has ceased to exist.






(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit RR-1


     


    

 





	 	 	Wells Fargo Bank,
National Association, as Certificate Administrator for the Holders of the GS Mortgage Securities Trust 2018-GS10,
Commercial Mortgage Pass-Through Certificates, Series 2018-GS10
	 	 
	 	By: 	 
	 	 	[Name]
[Title]


 




    Exhibit RR-2


     


    

 


EXHIBIT SS


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE HRR CERTIFICATES


 


July 30, 2018


 


	GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison	Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison
	RREF III-D AIV RR, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer and Joseph Bachkosky	 



 

		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 



 


In accordance with Section
5.01(c) of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in the Third Party Purchaser
Safekeeping Account $[____] of the Class G-RR and Class H-RR Certificates in the form of Definitive Certificates (CUSIP No. [______]),
for the benefit of RREF III-D AIV RR, LLC, the initial Third Party Purchaser as the registered holder thereof. A copy of such Certificates
is attached as Exhibit A-1. Payments on the Certificates will be made to the registered holder in accordance with the Pooling and
Servicing Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS
FARGO Bank, national association,

not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    Exhibit SS-1


     


    

 


EXHIBIT TT


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE HRR CERTIFICATES UPON TRANSFER


 


[DATE]


 


	GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison	Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison
	RREF III-D AIV RR, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer and Joseph Bachkosky	 


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 



 


In accordance with Section
5.03(p) of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in the Third Party Purchaser
Safekeeping Account $[____] of the Class G-RR and Class H-RR Certificates in the form of Definitive Certificates (CUSIP No. [______]),
for the benefit of [______________], the registered holder of such Certificate. A copy of such Certificates is attached as Exhibit
A-1. Payments on the Certificates will be made to the registered holder in accordance with the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	WELLS
    FARGO Bank, national association, 

not in
    its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 




    Exhibit TT-1


     


    

 


EXHIBIT
UU


 


Form
of NOTICE OF PURCHASE OF A 1000 Wilshire CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

       as Certificate Administrator

9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS)


GS Mortgage Securities Trust 2018-GS10


 


		Re:	GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through
Certificates, Series 2018-GS10 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of July 1, 2018, between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate
Advisors, LLC, as 1000 Wilshire Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


This letter is delivered
to you, pursuant to Section 3.35(c) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the
“Transferor”) to us (the “Transferee”) of $__________________ original [principal balance][notional
amount] of the Class [WLS-A][WLS-B][WLS-C][WLS-D][WLS-E] Certificates, representing [_____]% of the Class [WLS-A][WLS-B][WLS-C][WLS-D][WLS-E]
Certificates. The Loan-Specific Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact Info: [Tel/Email]	 


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority
interest in the Class [WLS-A][WLS-B][WLS-C][WLS-D][WLS-E] Certificates.



 






    Exhibit UU-1


     


    

 


All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title


 




    Exhibit UU-2


     


    

 


Schedule
1


 


MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	GSK North American HQ



 


		2.	1000 Wilshire



 


		3.	Aliso Creek Apartments



 


		4.	U.S. Industrial Portfolio



 


		5.	FXI Portfolio



 


		6.	Quality RV Resorts



 


		7.	Marina Heights State Farm



 


		8.	Davenport Commons



 


		9.	Two Democracy



 




    Schedule 1-1


     


    

 


Schedule
2


 


CLASS A-AB SCHEDULED PRINCIPAL BALANCE
SCHEDULE


See Annex E to the Prospectus.


 




    Schedule 2-1


     


    

 


Schedule
3


 


MORTGAGE LOANS WITH “PERFORMANCE”,
“EARN-OUT” OR “HOLDBACK” ESCROWS OR RESERVES


 


	Mortgage Loan 	Escrow / Reserve Type	Initial Balance of Escrow/ Reserve
	Athens Townhomes	Earnout	$1,750,000







































 



    Schedule 3-1