Exhibit 4.1 


 


EXECUTION VERSION


 


GS MORTGAGE SECURITIES CORPORATION II,

as Depositor


 


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

as Master Servicer


 


rialto
capital advisors, llc,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


March 1, 2017


 


GS Mortgage Securities Trust 2017-GS5

Commercial Mortgage Pass-Through Certificates


 


Series 2017-GS5


 









     


     


    

 


TABLE OF CONTENTS


 




	 	 	Page
	Article I

                                                                                 

                                                                                DEFINITIONS

	Section 1.01          Defined Terms	 	6
	Section 1.02          Certain Calculations	 	128
	Article II

                                                                                 

                                                                                CONVEYANCE
OF MORTGAGE LOANS; 

                                                                                ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF RETAINED INTEREST

	Section 2.01          Conveyance of Mortgage Loans	 	130
	Section 2.02          Acceptance by Trustee	 	135
	Section 2.03          Representations, Warranties and Covenants of the Depositor; Mortgage Loan Seller’s Repurchase
or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	137
	Section 2.04          Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	153
	Article III

                                                                                 

                                                                                ADMINISTRATION AND

                                                                                SERVICING OF THE TRUST FUND

	Section 3.01          The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration
of the Mortgage Loans, the Serviced Companion Loans and REO Properties	 	154
	Section 3.02          Collection of Mortgage Loan Payments	 	162
	Section 3.03          Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	166
	Section 3.04          The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Serviced Whole Loan Custodial Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained
Interest Gain-on-Sale Reserve Account	 	171
	Section 3.05          Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole
Loan Custodial Account	 	177
	Section 3.06          Investment of Funds in the Collection Account and the REO Accounts	 	188
	Section 3.07          Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	190
	Section 3.08          Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	195



  






     


     


    

 


	Section 3.09          Realization Upon Defaulted Mortgage Loans and Companion Loans	 	200
	Section 3.10          Trustee and Custodian to Cooperate; Release of Mortgage Files	 	204
	Section 3.11          Servicing Compensation	 	205
	Section 3.12          Inspections; Collection of Financial Statements	 	212
	Section 3.13          Access to Certain Information	 	218
	Section 3.14          Title to REO Property; REO Account	 	231
	Section 3.15          Management of REO Property	 	233
	Section 3.16          Sale of Defaulted Mortgage Loans and REO Properties	 	235
	Section 3.17          Additional Obligations of Master Servicer and Special Servicer	 	242
	Section 3.18          Modifications, Waivers, Amendments and Consents	 	244
	Section 3.19          Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status
Report	 	253
	Section 3.20          Sub-Servicing Agreements	 	260
	Section 3.21          Interest Reserve Account	 	263
	Section 3.22          Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicer	 	264
	Section 3.23          Controlling Class Certificateholders and the Controlling Class Representative and the Risk
Retention Consultation Party; Certain Rights and Powers of Directing Holder and Risk Retention Consultation Party	 	264
	Section 3.24          Co-Lender Agreements	 	269
	Section 3.25          Rating Agency Confirmation	 	272
	Section 3.26          The Operating Advisor	 	274
	Section 3.27          Companion Paying Agent	 	281
	Section 3.28          Companion Register	 	282
	Section 3.29          Certain Matters Relating to the Non-Serviced Mortgage Loans	 	282
	Section 3.30          Delivery of Excluded Information to the Certificate Administrator	 	284
	Section 3.31          Litigation Control	 	285
	Section 3.32          Horizontal Credit Risk Retention	 	288
	Article IV

                                                                                 

                                                                                distributions TO CERTIFICATEHOLDERS and retained interest owner

	Section 4.01          Distributions	 	289
	Section 4.02          Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	299
	Section 4.03          P&I Advances	 	305
	Section 4.04          Allocation of Realized Losses	 	307
	Section 4.05          Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	309
	Section 4.06          [Reserved]	 	314
	Section 4.07          Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request
Tool	 	314
	Section 4.08          Secure Data Room	 	317



 






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	Article V

                                                                                 

                                                                                THE CERTIFICATES

	Section 5.01          The Certificates	 	318
	Section 5.02          Form and Registration	 	320
	Section 5.03          Registration of Transfer and Exchange of Certificates	 	322
	Section 5.04          Mutilated, Destroyed, Lost or Stolen Certificates	 	331
	Section 5.05          Persons Deemed Owners	 	331
	Section 5.06          Access to List of Certificateholders’ Names and Addresses; Special Notices	 	331
	Section 5.07          Maintenance of Office or Agency	 	332
	Section 5.08          Appointment of Certificate Administrator	 	333
	Section 5.09          Voting Procedures for Certificates and Retained Interest	 	333
	Article VI

                                                                                 

                                                                                THE DEPOSITOR, THE MASTER SERVICER, The Special Servicer, the Operating Advisor, THE

                                                                                ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER AND THE

                                                                                RISK RETENTION CONSULTATION PARTY

	Section 6.01          Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating
Advisor and the Asset Representations Reviewer	 	335
	Section 6.02          Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and
the Asset Representations Reviewer	 	341
	Section 6.03          Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor,
the Special Servicer or the Asset Representations Reviewer	 	341
	Section 6.04          Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and Others	 	343
	Section 6.05          Depositor, Master Servicer and Special Servicer Not to Resign	 	348
	Section 6.06          Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	349
	Section 6.07          The Master Servicer and the Special Servicer as Certificate Owner	 	349
	Section 6.08          The Directing Holder and the Risk Retention Consultation Party	 	349
	Article VII

                                                                                 

                                                                                SERVICER TERMINATION EVENTS

	Section 7.01          Servicer Termination Events; Master Servicer and Special Servicer Termination	 	357
	Section 7.02          Trustee to Act; Appointment of Successor	 	366
	Section 7.03          Notification to Certificateholders and Retained Interest Owner	 	368



 






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	Section 7.04          Waiver of Servicer Termination Events	 	368
	Section 7.05          Trustee as Maker of Advances	 	369
	Article VIII

                                                                                 

                                                                                CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	Section 8.01          Duties of the Trustee and the Certificate Administrator	 	369
	Section 8.02          Certain Matters Affecting the Trustee and the Certificate Administrator	 	371
	Section 8.03          Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, Retained
Interest or Mortgage Loans	 	373
	Section 8.04          Trustee or Certificate Administrator May Own Certificates	 	374
	Section 8.05          Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate
Administrator	 	374
	Section 8.06          Eligibility Requirements for Trustee and Certificate Administrator	 	375
	Section 8.07          Resignation and Removal of the Trustee and Certificate Administrator	 	376
	Section 8.08          Successor Trustee or Certificate Administrator	 	379
	Section 8.09          Merger or Consolidation of Trustee or Certificate Administrator	 	379
	Section 8.10          Appointment of Co-Trustee or Separate Trustee	 	379
	Section 8.11          Appointment of Custodians	 	381
	Section 8.12          Representations and Warranties of the Trustee	 	381
	Section 8.13          Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	382
	Section 8.14          Representations and Warranties of the Certificate Administrator	 	382
	Section 8.15          Compliance with the PATRIOT Act	 	384
	Article IX

                                                                                 

                                                                                TERMINATION

	Section 9.01          Termination upon Repurchase or Liquidation of All Mortgage Loans	 	384
	Section 9.02          Additional Termination Requirements	 	388
	Article X

                                                                                 

                                                                                ADDITIONAL REMIC PROVISIONS

	Section 10.01          REMIC Administration	 	388
	Section 10.02          Use of Agents	 	392
	Section 10.03          Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	392
	Section 10.04          Appointment of REMIC Administrators	 	392



 






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	Article XI

                                                                                 

                                                                                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	Section 11.01          Intent of the Parties; Reasonableness	 	393
	Section 11.02          Succession; Subcontractors	 	394
	Section 11.03          Filing Obligations	 	396
	Section 11.04          Form 10-D and Form ABS-EE Filings	 	397
	Section 11.05          Form 10-K Filings	 	401
	Section 11.06          Sarbanes-Oxley Certification	 	404
	Section 11.07          Form 8-K Filings	 	405
	Section 11.08          Form 15 Filing	 	407
	Section 11.09          Annual Compliance Statements	 	407
	Section 11.10          Annual Reports on Assessment of Compliance with Servicing Criteria	 	408
	Section 11.11          Annual Independent Public Accountants’ Attestation Report	 	411
	Section 11.12          Indemnification	 	412
	Section 11.13          Amendments	 	414
	Section 11.14          Regulation AB Notices	 	415
	Section 11.15          Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	415
	Section 11.16          Certain Matters Regarding Significant Obligors	 	420
	Section 11.17          Impact of Cure Period	 	420
	Article XII

                                                                                 

                                                                                the asset representations reviewer

	Section 12.01          Asset Review	 	420
	Section 12.02          Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	427
	Section 12.03          Resignation of the Asset Representations Reviewer	 	428
	Section 12.04          Restrictions of the Asset Representations Reviewer	 	429
	Section 12.05          Termination of the Asset Representations Reviewer	 	429
	Article XIII

                                                                                 

                                                                                MISCELLANEOUS PROVISIONS

	Section 13.01          Amendment	 	432
	Section 13.02          Recordation of Agreement; Counterparts	 	437
	Section 13.03          Limitation on Rights of Certificateholders and Retained Interest Owner	 	437
	Section 13.04          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	438
	Section 13.05          Notices	 	439
	Section 13.06          Severability of Provisions	 	444
	Section 13.07          Grant of a Security Interest	 	444
	Section 13.08          Successors and Assigns; Third Party Beneficiaries	 	444



 






    -v- 


     


    

 


	Section 13.09          Article and Section Headings	 	445
	Section 13.10          Notices to the Rating Agencies	 	445
	Section 13.11          Cooperation with the Mortgage Loan Seller with Respect to Rights Under the Loan Agreements	 	447
	Section 13.12          PNC Bank, National Association	 	447





 






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EXHIBITS


 





	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-AB Certificate
	Exhibit A-6	Form of Class X-A Certificate
	Exhibit A-7	Form of Class X-B Certificate
	Exhibit A-8	Form of Class X-D Certificate
	Exhibit A-9	Form of Class A-S Certificate
	Exhibit A-10	Form of Class B Certificate
	Exhibit A-11	Form of Class C Certificate
	Exhibit A-12	Form of Class X-C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class G Certificate
	Exhibit A-17	Form of Class R Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit D-3	Form of Transferee Certificate for Transfers
    of the Retained Interest
	Exhibit D-4	Form of Transferor Certificate for Transfers
    of the Retained Interest
	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][the Retained Interest]
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Supplemental Servicer Schedule
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry
    Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry
    Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation
    S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation
    S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry
    Certificate to Temporary Regulation S Book-Entry Certificate


 






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	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 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 Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form
    10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor
    by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor
    by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor
    by 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


 






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	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


 






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SCHEDULES


 


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


 






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This Pooling and Servicing
Agreement is dated and effective as of March 1, 2017, among GS Mortgage Securities Corporation II, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate, and collectively with the Retained Interest,
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. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made
to treat designated portions of the Trust for federal income tax purposes as two separate real estate mortgage investment conduits
(the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, and each a “Trust REMIC”
as described herein).


 


The Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchasers and to cause the Retained Interest to be owned on the Closing
Date by the Sponsor.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LAAB,
Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG 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.


 






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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)	 	$	13,770,000	 
	Class LA2	 	(1)	 	$	51,316,000	 
	Class LA3	 	(1)	 	$	248,000,000	 
	Class LA4	 	(1)	 	$	381,598,000	 
	Class LAAB	 	(1)	 	$	28,604,000	 
	Class LAS	 	(1)	 	$	80,078,000	 
	Class LB	 	(1)	 	$	72,329,000	 
	Class LC	 	(1)	 	$	43,914,000	 
	Class LD	 	(1)	 	$	46,497,000	 
	Class LE	 	(1)	 	$	21,957,000	 
	Class LF	 	(1)	 	$	10,333,000	 
	Class LG	 	(1)	 	$	34,873,240	 
	Class LR	 	N/A(2)	 	 	N/A	 
	LRI	 	(1)	 	$	28,672,425	(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 Retained Interest
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 will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-C, Class D, Class X-D, Class E, Class F
and Class G Certificates and the Retained 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.


 


THE CERTIFICATES AND THE RETAINED INTEREST


 


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 the Retained Interest, the “Retained 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


 






     -2-


     


    

 


Amount”,
and the aggregate initial principal amount (in the case of the Retained Interest, the “Original Retained Interest Balance”),
as applicable, for each Class of Certificates and the Retained Interest:


 


	Class
        of Certificates or 

        Retained Interest
	 	Initial
        Pass-

        Through Rate or

        Retained Interest

        Rate
	 	Original
                    Certificate 

                    Balance, Notional 

                    Amount or Retained

                    Interest Balance



	Class A-1
    Certificates	 	2.045%	 	$	13,770,000	 
	Class A-2
    Certificates	 	3.218%	 	$	51,316,000	 
	Class A-3
    Certificates	 	3.409%	 	$	248,000,000	 
	Class A-4
    Certificates	 	3.674%	 	$	381,598,000	 
	Class A-AB
    Certificates	 	3.467%	 	$	28,604,000	 
	Class X-A
    Certificates	 	0.972492259%(1)	 	$	803,366,000	(2)
	Class X-B
    Certificates	 	0.468418006%(1)	 	$	72,329,000	(2)
	Class A-S
    Certificates	 	3.826%	 	$	80,078,000	 
	Class B
    Certificates	 	4.047%	 	$	72,329,000	 
	Class C
    Certificates	 	4.299%	 	$	43,914,000	 
	Class X-C
    Certificates	 	0.216418006%(1)	 	$	43,914,000	(2)
	Class D
    Certificates	 	3.509%	 	$	46,497,000	 
	Class X-D
    Certificates	 	1.006418006%(1)	 	$	46,497,000	(2)
	Class E
    Certificates	 	4.515418006%	 	$	21,957,000	 
	Class
    F Certificates	 	4.515418006%	 	$	10,333,000	 
	Class
    G Certificates	 	4.515418006%	 	$	34,873,240	 
	Class R Certificates	 	N/A(3)	 	 	        N/A	 
	Retained
    Interest	 	 (4)	 	$	28,672,425
    	(5)



 




 




		(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-C Certificates will be calculated in accordance with the definition of “Class X-C 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, Class X-C 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, the Class X-C Notional Amount and the Class X-D Notional Amount.



 


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



 


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



 


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



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $1,061,941,665.


 






     -3-


     


    

 


The 350 Park Avenue Whole
Loan consists of the 350 Park Avenue Mortgage Loan, the 350 Park Avenue Pari Passu Companion Loans and the 350 Park Avenue Subordinate
Companion Loans. The 350 Park Avenue Mortgage Loan and the 350 Park Avenue Pari Passu Companion Loans are pari passu with
each other and the 350 Park Avenue Subordinate Companion Loans are subordinate to the 350 Park Avenue Mortgage Loan and the 350
Park Avenue Pari Passu Companion Loans. The 350 Park Avenue Mortgage Loan is part of the Trust Fund. The 350 Park Avenue Pari Passu
Companion Loans and the 350 Park Avenue Subordinate Companion Loans are not part of the Trust Fund. The 350 Park Avenue Mortgage
Loan, the 350 Park Avenue Pari Passu Companion Loans and the 350 Park Avenue Subordinate Companion Loans will be serviced and administered
in accordance with the VNDO Trust 2016-350P Trust and Servicing Agreement and the 350 Park Avenue Co-Lender Agreement.


 


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


 


The U.S. Industrial Portfolio
Whole Loan consists of the U.S. Industrial Portfolio Mortgage Loan and the U.S. Industrial Portfolio Pari Passu Companion Loans.
The U.S. Industrial Portfolio Mortgage Loan and the U.S. Industrial Portfolio Pari Passu Companion Loans are pari passu
with each other. The U.S. Industrial Portfolio Mortgage Loan is part of the Trust Fund. The U.S. Industrial Portfolio Pari Passu
Companion Loans are not part of the Trust Fund. The U.S. Industrial Portfolio Mortgage Loan and the U.S. Industrial Portfolio Pari
Passu Companion Loans will be serviced and administered in accordance with the GSMS 2016-GS3 Pooling and Servicing Agreement and
the U.S. Industrial Portfolio Co-Lender Agreement.


 


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


 


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


 






     -4-


     


    

 


The Simon Premium Outlets
Whole Loan consists of the Simon Premium Outlets Mortgage Loan and the Simon Premium Outlets Pari Passu Companion Loan. The Simon
Premium Outlets Mortgage Loan and the Simon Premium Outlets Pari Passu Companion Loan are pari passu with each other. The
Simon Premium Outlets Mortgage Loan is part of the Trust Fund. The Simon Premium Outlets Pari Passu Companion Loan is not part
of the Trust Fund. The Simon Premium Outlets Mortgage Loan and the Simon Premium Outlets Pari Passu Companion Loan will be serviced
and administered in accordance with the GSMS 2016-GS4 Pooling and Servicing Agreement and the Simon Premium Outlets Co-Lender Agreement.


 


The AMA Plaza Whole Loan
consists of the AMA Plaza Mortgage Loan, the AMA Plaza Pari Passu Companion Loan and the AMA Plaza Subordinate Companion Loans.
The AMA Plaza Mortgage Loan and the AMA Plaza Pari Passu Companion Loan are pari passu with each other. The AMA Plaza Subordinate
Companion Loans are subordinate to the AMA Plaza Mortgage Loan and the AMA Plaza Pari Passu Companion Loan. The AMA Plaza Mortgage
Loan is part of the Trust Fund. The AMA Plaza Pari Passu Companion Loan and the AMA Plaza Subordinate Companion Loans are not part
of the Trust Fund. The AMA Plaza Mortgage Loan, the AMA Plaza Pari Passu Companion Loan and the AMA Plaza Subordinate Companion
Loans will be serviced and administered in accordance with the GSMS 2016-GS4 Pooling and Servicing Agreement and the AMA Plaza
Co-Lender Agreement.


 


The Pentagon Center Whole
Loan consists of the Pentagon Center Mortgage Loan and the Pentagon Center Pari Passu Companion Loans. The Pentagon Center Mortgage
Loan and the Pentagon Center Pari Passu Companion Loans are pari passu with each other. The Pentagon Center Mortgage Loan
is part of the Trust Fund. The Pentagon Center Pari Passu Companion Loans are not part of the Trust Fund. The Pentagon Center Mortgage
Loan and the Pentagon Center Pari Passu Companion Loans will be serviced and administered (a) from and after the Closing Date
and prior to the related Servicing Shift Securitization Date, in accordance with (i) this Agreement and (ii) the Pentagon
Center Co-Lender Agreement and (b) from and after the related Servicing Shift Securitization Date, in accordance with (i) the
Non-Serviced Pooling Agreement related to the Non-Serviced Trust involving the Pentagon Center Pari Passu Note A-2 and (ii) the
Pentagon Center Co-Lender Agreement.


 


The 225 Bush Street Whole
Loan consists of the 225 Bush Street Mortgage Loan, the 225 Bush Street Pari Passu Companion Loan and the 225 Bush Street Subordinate
Companion Loan. The 225 Bush Street Mortgage Loan and the 225 Bush Street Pari Passu Companion Loan are pari passu with
each other. The 225 Bush Street Subordinate Companion Loan is subordinate to the 225 Bush Street Mortgage Loan and the 225 Bush
Street Pari Passu Companion Loan. The 225 Bush Street Mortgage Loan is part of the Trust Fund. The 225 Bush Street Pari Passu Companion
Loan and the 225 Bush Street Subordinate Companion Loan are not part of the Trust Fund. The 225 Bush Street Mortgage Loan, the
225 Bush Street Pari Passu Companion Loan and the 225 Bush Street Subordinate Companion Loan will be serviced and administered
in accordance with the GSMS 2016-GS4 Pooling and Servicing Agreement and the 225 Bush Street Co-Lender Agreement.


 


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


 






     -5-


     


    

 


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.


 


“225 Bush Street
Co-Lender Agreement”: That certain Agreement between Noteholders, dated as of November 1, 2016, by and between the holder
of the 225 Bush Street Pari Passu Companion Loan, the holder of the 225 Bush Street Mortgage Loan and the holder of the 225 Bush
Street Subordinate Companion Loan, relating to the relative rights of such holders of the 225 Bush Street Whole Loan, as the same
may be further amended in accordance with the terms thereof.


 


“225 Bush Street
Mortgage Loan”: With respect to the 225 Bush Street 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 225 Bush Street Pari Passu Companion Loan to the extent set forth in the related Co-Lender Agreement.
The 225 Bush Street Subordinate Companion Loan is subordinate to the 225 Bush Street Mortgage Loan.


 


“225 Bush Street
Mortgaged Property”: The Mortgaged Property which secures the 225 Bush Street Whole Loan.


 


“225 Bush Street
Pari Passu Companion Loan”: With respect to the 225 Bush Street Whole Loan, the Companion Loans evidenced by the promissory
note A-1 made by the related Mortgagor and secured by the Mortgage on the 225 Bush Street Mortgaged Property, which is not included
in the Trust and which is pari passu in right of payment to the 225 Bush Street Mortgage Loan to the extent set forth in
the related Mortgage Loan documents and as provided in the 225 Bush Street Co-Lender Agreement.
  






     -6-


     


    

 


“225 Bush Street
Subordinate Companion Loan”: With respect to the 225 Bush Street Whole Loan, the Companion Loan evidenced by the promissory
note B made by the related Mortgagor and secured by the Mortgage on the 225 Bush Street Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the 225 Bush Street Mortgage Loan and the 225 Bush Street Pari Passu
Companion Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 225 Bush Street Co-Lender
Agreement.


 


“225 Bush Street
Whole Loan”: The 225 Bush Street Mortgage Loan, together with the 225 Bush Street Pari Passu Companion Loan and the 225
Bush Street Subordinate Companion Loan, each of which is secured by the same Mortgage on the 225 Bush Street Mortgaged Property.
References herein to the 225 Bush Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 225 Bush
Street Mortgage Loan, the 225 Bush Street Pari Passu Companion Loan and the 225 Bush Street Subordinate Companion Loan.


 


“350 Park Avenue
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of December 6, 2016, by and between the holder
of the 350 Park Avenue Pari Passu Companion Loans, the holder of the 350 Park Avenue Mortgage Loan and the holder of the 350 Park
Avenue Subordinate Companion Loans, relating to the relative rights of such holders of the 350 Park Avenue Whole Loan, as the same
may be further amended in accordance with the terms thereof.


 


“350 Park Avenue
Mortgage Loan”: With respect to the 350 Park Avenue 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-2, and is pari passu
in right of payment with the 350 Park Avenue Pari Passu Companion Loans to the extent set forth in the related Co-Lender Agreement.
The 350 Park Avenue Subordinate Companion Loans are subordinate to the 350 Park Avenue Mortgage Loan.


 


“350 Park Avenue
Mortgaged Property”: The Mortgaged Property which secures the 350 Park Avenue Whole Loan.


 


“350 Park Avenue
Pari Passu Companion Loans”: With respect to the 350 Park Avenue Whole Loan, the Companion Loans evidenced by the promissory
notes A-1, A-3 and A-4 made by the related Mortgagor and secured by the Mortgage on the 350 Park Avenue Mortgaged Property, which
are not included in the Trust and which are pari passu in right of payment to the 350 Park Avenue Mortgage Loan to the extent
set forth in the related Mortgage Loan documents and as provided in the 350 Park Avenue Co-Lender Agreement.


 


“350 Park Avenue
Subordinate Companion Loans”: With respect to the 350 Park Avenue Whole Loan, the Companion Loans evidenced by the promissory
notes made by the related Mortgagor and secured by the Mortgage on the 350 Park Avenue Mortgaged Property, which are not included
in the Trust and which are subordinate in right of payment to the 350 Park Avenue Mortgage Loan and the 350 Park Avenue Pari Passu
Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the 350 Park Avenue Co-Lender
Agreement.


 






     -7-


     


    

 


“350 Park Avenue
Whole Loan”: The 350 Park Avenue Mortgage Loan, together with the 350 Park Avenue Pari Passu Companion Loans and the
350 Park Avenue Subordinate Companion Loans, each of which is secured by the same Mortgage on the 350 Park Avenue Mortgaged Property.
References herein to the 350 Park Avenue Whole Loan shall be construed to refer to the aggregate indebtedness under the 350 Park
Avenue Mortgage Loan, the 350 Park Avenue Pari Passu Companion Loans and the 350 Park Avenue Subordinate Companion Loans.


 


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


 


“AB Co-Lender
Agreement”: Any Co-Lender Agreement by and among the holder of an AB Subordinate Companion Loan and the holders of the
related Mortgage Loan and any related Pari Passu Companion Loan, relating to the relative rights of such holders of the related
AB Whole Loan, as the same may be further amended in accordance with the terms thereof. For the avoidance of doubt, the 350 Park
Avenue Co-Lender Agreement, the AMA Plaza Co-Lender Agreement and the 225 Bush Street Co-Lender Agreement are AB Co-Lender Agreements
under this Agreement.


 


“AB Modified
Loan” Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced
Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced
Pooling Agreement) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure)
and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously
part of either an A note held by the Trust or the original unmodified Mortgage Loan 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 350 Park Avenue Mortgage Loan, the AMA Plaza Mortgage Loan and the 225 Bush Street
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 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


 






     -8-


     


    

 


Trust
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 350 Park Avenue Subordinate Companion Loans, the AMA Plaza Subordinate
Companion Loans and the 225 Bush Street 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 350
Park Avenue Whole Loan, the AMA Plaza Whole Loan and the 225 Bush Street 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.


 


“ABS Interest”:
Any Class of Certificates or the Retained Interest, as applicable.


 


“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 Special Servicer may forbear taking any enforcement action, provided
that the 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 Risk Retention Consultation Party pursuant to Section 6.08(a) (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 Risk
Retention Consultation Party will not have more than thirty (30) days to respond to the Special Servicer’s request for such
consent or consultation; provided, further, that upon the Special Servicer’s determination, consistent with
the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Holder or the
Risk Retention Consultation Party, the Special Servicer is not required to do so. Each of the Master Servicer (at its own expense)
and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations
described above.


 






     -9-


     


    

 


“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, 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 Servicer or the Mortgage Loan Seller that services any
of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services
10% or more of the Mortgage Loans 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, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate (which fee rate accounts for the Trustee Fee),
the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate.


 


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


 


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


 


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


 






     -10-


     


    

 


“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 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 (a) the related 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 Aggregate Principal Distribution Amount. The
Aggregate Principal Shortfall for the initial Distribution Date will be zero.


 


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


 


“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 Non-Retained
Interest Percentage of the related Appraisal Reduction Amount


 






     -11-


     


    

 


“AMA Plaza Co-Lender
Agreement”: That certain Agreement between Noteholders, dated as of November 17, 2016, by and between the holder of the
AMA Plaza Pari Passu Companion Loan, the holder of the AMA Plaza Mortgage Loan and the holders of the AMA Plaza Subordinate Companion
Loans, relating to the relative rights of such holders of the AMA Plaza Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“AMA Plaza Mortgage
Loan”: With respect to the AMA Plaza Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage
Loan No. 14 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari passu in right
of payment with the AMA Plaza Pari Passu Companion Loan to the extent set forth in the related Co-Lender Agreement. The AMA Plaza
Subordinate Companion Loans are subordinate to the AMA Plaza Mortgage Loan.


 


“AMA Plaza Mortgaged
Property”: The Mortgaged Property which secures the AMA Plaza Whole Loan.


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


“Appraisal”:
An appraisal prepared by an MAI appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located, as


 






     -12-


     


    

 


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 Special Servicer (prior
to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan or Serviced Whole Loan other than
an applicable Excluded Loan) in consultation with the Directing Holder, and in consultation with the Operating Advisor, as of the
first Determination Date that is at least ten (10) Business Days following the later of (a) the date on which the 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 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 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 Special Servicer may make (without implying any obligation to do so)
based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit
and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as of the date of calculation over (ii) the sum of,
as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master
Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per
annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid interest on
the related AB Subordinate Companion Loan at a per annum rate equal to its related mortgage interest rate), (B) all
P&I Advances on the related Mortgage Loan and all Property Protection Advances on the related Mortgage Loan or Serviced Whole
Loan, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, and interest thereon at the Reimbursement Rate
in respect of such Mortgage Loan or Serviced Whole Loan, (C) all currently due and unpaid real estate taxes, assessments,
insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized
interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which
taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the 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 Special Servicer’s obligation to order
and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation,
as applicable,


 






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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 Special Servicer and the Appraisal
Reduction Amount is calculated by the 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 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 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 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 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 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 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 the related REO Property will be
reduced to zero as of the date on which Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust
or as otherwise set forth in Section 4.05(d).


 


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


 


“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


 






     -14-


     


    

 


applicable, by the 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 Special Servicer, as applicable, will be required to promptly deliver a copy thereof to the other such
servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after maturity, the date occurring
120 days after the date on which that Balloon Payment was due (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 Special Servicer shall notify the Master Servicer, the Directing Holder and the Operating Advisor,
or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having
notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence
of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -15-


     


    

 


“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 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 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.


 






     -16-


     


    

 


“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).


 


“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, an amount equal to the sum of (without duplication):


 


(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),
as of the close of business on the related Master Servicer Remittance Date, exclusive of (without duplication):


 


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


 


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


 






     -17-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(d)             
with respect to each Actual/360 Mortgage 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).


 


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


 






     -18-


     


    

 


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


 


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


 


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


 


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class
C and Class D 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 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


 






     -19-


     


    

 


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 Servicer 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.


 


“CDO Asset Manager”:
With respect to any Securitization Vehicle which is a CDO, the entity which is responsible for managing or administering the Retained
Interest as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle
(including, without limitation, the right to exercise any consent and control rights available to the Retained Interest Owner).


 


“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 2017-GS5, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the Retained
Interest is not a Certificate.


 


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


 


“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall be equal to the product of the rate
equal to 0.00613% 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 but not any
Companion Loan) as of the preceding Distribution Date. The Certificate Administrator/Trustee Fee includes the Trustee Fee.


 






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


 


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


 


“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 Non-Retained Interest Percentage of the Excess
Prepayment Interest Shortfall for such Distribution Date.


 


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


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the 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 Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer


 






     -21-


     


    

 


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, the 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 the Special Servicer, the Master Servicer and the 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 the 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, the Special Servicer, the Trustee, or the Certificate Administrator that has provided an Investor Certification
in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it
and the Depositor, the Master Servicer, the 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,
the 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 Retained Interest Owner.


 


“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 or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and, if
applicable, numerical) Class designation 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-AB
and Class A-S Certificate. 


 



     -22-


     


    

 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
2.045%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
3.218%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
3.409%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
3.674%.


 


“Class A-AB
Certificate”: A Certificate designated as “Class A-AB” 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-AB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
3.467%.


 


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


 


“Class A-S
Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit
A-9 hereto, and evidencing 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) 3.826%.


 






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“Class B
Certificate”: A Certificate designated as “Class B” 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 B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the Weighted
Average Net Mortgage Rate for such Distribution Date and (ii) 4.047%.


 


“Class C
Certificate”: A Certificate designated as “Class C” 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 C
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) 4.299%.


 


“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 the lesser of (i) the Weighted
Average Net Mortgage Rate for such Distribution Date and (ii) 3.509%.


 


“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 the Weighted
Average Net Mortgage Rate for such Distribution Date.


 


“Class F Certificate”:
A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-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 Certificate”:
A Certificate designated as “Class G” 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.


 


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


 


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


 






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


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-17 hereto, and evidencing
the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


“Class X
Certificates”: The Class X-A, Class X-B, Class X-C 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-6
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“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.


 


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


 


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


 






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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-C
Certificate”: A Certificate designated as “Class X-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 X-C
Notional Amount”: As of any date of determination, the Certificate Balance of the Class C Certificates.


 


“Class X-C
Pass-Through Rate”: The Pass-Through Rate for Class X-C 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 C Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-C Certificates for
the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


“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”:
March 21, 2017.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender Agreement”:
Each of the 350 Park Avenue Co-Lender Agreement, the Lafayette Centre Co-Lender Agreement, the U.S. Industrial Portfolio Co-Lender
Agreement, the GSK R&D Centre Co-Lender Agreement, the Ericsson North American HQ Co-Lender Agreement, the Simon Premium Outlets
Co-Lender Agreement, the AMA Plaza Co-Lender Agreement, the Pentagon Center Co-Lender Agreement, the 225 Bush Street Co-Lender
Agreement, and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders
in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage
Loan documents.


 






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


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (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 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 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 Retained Interest Owner, which shall be
entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo
Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, and the Retained Interest Owner, 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


 






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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 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, 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) and any related Serviced
Pari Passu 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) and any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced
Mortgage Loan if applicable Special Servicer allowed a prepayment on such Mortgage Loan or Serviced Pari Passu Companion Loan on
a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) a portion
of the Master Servicer’s Servicing Fees for such Distribution Date calculated at a rate of 0.0025% per annum on each
Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced under this Agreement, any related
Serviced Pari Passu Companion Loan, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection
Period


 






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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 Retained Interest Owner 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 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 related Subordinate Companion Loan(s), pro rata, in accordance
with their respective principal balances.


 


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


 






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Servicing Shift Whole Loan; provided further, if at any time, the Certificate
Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans,
then no Consultation Termination Event will be deemed to occur.


 


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


 


“Control Termination
Event”: The occurrence of, with respect to any Mortgage Loan or Serviced Whole Loan (i) the Certificate Balance of the
Class F Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the
Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less than 25% of the Original
Certificate Balance of such Class, (ii) a Holder of the Class F Certificates becoming the majority Controlling Class Certificateholder
and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder
and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l);
provided that no Control Termination Event resulting solely from the operation of clause (ii) will be deemed to have
existed or be in continuance with respect to a successor holder of Class F certificates that has not irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan becoming
an applicable Excluded Loan; 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-AB, Class A-S,
Class B, Class C and Class D Certificates have been reduced to zero as a result of the allocation of principal payments
on the Mortgage Loans, then no Control Termination Event will be deemed to occur.


 


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


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling
Class as determined by the Certificate Registrar,


 






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from time to time, upon request by any party hereto. The Trustee, the Master
Servicer, the 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 Servicer, as applicable. The Trustee, the Master Servicer, the Special Servicer 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 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 Pentagon Center Pari Passu Note A-2 shall be a Controlling Companion Loan related to the
Trust.


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with


 






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respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: GS 2017-GS5, provided that,
for certificate transfer purposes, it is located at 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis,
Minnesota 55479, Attention: GS 2017-GS5.


 


“Corrected Loan”:
Any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive Periodic Payments (for
such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable,
whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor),
and (provided that no additional default is foreseeable in the reasonable judgment of the 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 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, the 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


 






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such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


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


 


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


 


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


 


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


 


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification/Forbearance and 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 (other than the portion of
an REO Loan related to any Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related Interest
Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such
Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest
payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the
avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer
from the Lower-Tier REMIC, as applicable.


 


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


 


“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Interest


 






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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® 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 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 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 Special Servicer (if other
than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer, by
the Master Servicer (if other than the 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.


 






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


 


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


 


“CREFC®
Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, 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


 






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


 


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


 


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


 


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


 


“CREFC®
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 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.


 






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“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 Realized Losses to such Certificates.


 


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


 


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


 


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


 






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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
and the Master Servicer shall be entitled to conclusively rely on the 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, the related Due Date of such Mortgage Loan in March 2017, or with respect to any Mortgage Loan
that has its first Due Date in April 2017, the date that would have otherwise been the related Due Date in March 2017.


 


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


 


“DBRS”:
DBRS, Inc., and its successors in interest. 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 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


 






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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 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 Special
Servicer (and the 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 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, the 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
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.


 






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“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.


 


“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;


 






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


 


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


 


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


 


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


 


(13)          
the related Mortgagor tax ID;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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certified
by the applicable recorder’s office (if in the possession of the Mortgage Loan Seller);


 


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


 


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


 


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


 


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


 


(vii)            the
related loan agreement, if any;


 


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


 


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


 


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


 


(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


 






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of the Trustee (or, in each case, a copy thereof certified to be the copy of such
assignment submitted or to be submitted for filing), if in the possession of the Mortgage Loan Seller;


 


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


 


(xiv)          any related environmental insurance policy;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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;


 






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


 


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


 


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


 


(k)               
a copy of all zoning reports;


 


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


 


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


 


(n)               
a copy of all UCC searches;


 


(o)               
a copy of all litigation searches;


 


(p)               
a copy of all bankruptcy searches;


 


(q)               
a copy of any origination settlement statement;


 


(r)                
a copy of the insurance summary report;


 


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


 


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


 


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


 


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


 


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


 


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


 






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proprietary to the Mortgage Loan Seller or any
draft documents, privileged or internal communications, credit underwriting or due diligence analysis shall constitute part of
the Diligence File. It is not required to include any of the same items identified above again if such items have already been
included under another clause of the definition of Diligence File, and the Diligence File shall include a statement to that effect.
The Mortgage Loan Seller may, without any obligation to do so, include such other documents or information as part of the Diligence
File that the Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset
Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.


 


“Directing Holder”:
means:


 


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


 


(b)                
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 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 Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any property manager, any guarantor or indemnitor in respect of the related Mortgage Loan or Serviced Whole Loan and any purchaser
of the related Mortgage Loan, Serviced Whole Loan or REO


 






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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 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 Special Servicer under this Agreement or (2) to the extent included in a CREFC®
Report for the applicable period, any Permitted Special Servicer/Affiliate Fees.


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality 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, (v) an “electing
large partnership,” as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee
or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at
no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates or the Retained Interest
are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) or the Retained
Interest Owner 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 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 April 2017. The initial
Distribution Date shall be April 12, 2017.


 


“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 Servicer,
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 “Aa3” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “P-1” from Moody’s, if
the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt obligations of
which are rated at least “A+” by Fitch,


 






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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; (ii) an account or accounts maintained with Wells Fargo Bank, National
Association or PNC Bank, National Association so long as Wells Fargo Bank, National Association’s or PNC Bank, National Association’s,
as applicable, long-term unsecured debt or deposit rating shall be at least “A2” by Moody’s and “A”
by Fitch (if the deposits are to be held in the account for more than 30 days) or Wells Fargo Bank, National Association’s
or PNC Bank, National Association’s, as applicable, short-term deposit or short-term unsecured debt rating shall be at least,
“P-1” by Moody’s and “F2” by Fitch (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 the 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 the 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.


 


“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, the
Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Third Party Purchaser, the Controlling Class Representative,
the Directing Holder, the Risk Retention Consultation Party or any of their respective Risk Retention Affiliates, (d) has not performed
(and is not affiliated with any party hired to perform) any due


 






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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
Party 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 Retained Interest, 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 Servicer, the Sponsor, any Borrower Party, the Third Party Purchaser, the Controlling Class Representative, the Directing
Holder, the Risk Retention Consultation Party 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 the 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
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 Special Servicer, and (b) with respect to a Non-Specially Serviced
Mortgage Loan, (i) in the


 






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case of a Repurchase Request made by the 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 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 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, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


“Ericsson North
American HQ Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of March 16, 2017, by and between the holder
of the Ericsson North American HQ Pari Passu Companion Loan and the holder of the Ericsson North American HQ Mortgage Loan, relating
to the relative rights of such holders of the Ericsson North American HQ Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“Ericsson North
American HQ Mortgage Loan”: With respect to the Ericsson North American HQ 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 Ericsson North American HQ Pari Passu Companion Loan to the extent set forth
in the related Co-Lender Agreement.


 


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


 


“Ericsson North
American HQ Pari Passu Companion Loan”: With respect to the Ericsson 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 Ericsson North American
HQ Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Ericsson North
American HQ Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Ericsson North
American HQ Co-Lender Agreement.


 


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


 


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


 






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


 


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


 


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


 


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular
modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee,
an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to
the related Mortgage Loan (including the related Serviced Companion Loan or Subordinate Companion Loan, if applicable, unless prohibited
under the related Co-Lender Agreement) and received and retained by the Master Servicer or the 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 Special Servicer will be required to offset any future Workout Fees or Liquidation Fees payable with respect
to the related Mortgage Loan (or Whole Loan) or REO Property; provided that if the related Mortgage Loan (or Serviced Whole
Loan) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the 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


 






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Corrected Loan, the 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 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 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”: The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made
on the Mortgage Loans to be included in the 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.


 


“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 or any 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 or any Controlling Class Certificateholder, becoming an “Excluded Controlling Class Holder”,
such Controlling Class Representative or Controlling Class Certificateholder, as applicable, shall provide notice in the form
of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator, which notice shall be physically delivered in accordance with Section 13.05 of this Agreement and shall specifically
identify the Excluded Controlling Class Holder and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded
Controlling Class Loan or (B) both an 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


 






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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 the 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 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 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 Servicer
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 (b) the Risk Retention Consultation Party, any Mortgage Loan or Whole Loan if, as of any date of determination,
the Risk Retention Consultation Party or the Retained 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 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


 






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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
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 required to be
delivered by the Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form
fully approved or deemed approved, if applicable, by the Directing Holder pursuant to the Directing Holder Approval Process, together
with such other data or supporting information provided by the Special Servicer to the Directing Holder that does not include any
communication (other than the Final Asset Status Report) between the Special Servicer and the Directing Holder or the Risk Retention
Consultation Party with respect to such Specially Serviced Loan. For the avoidance of doubt, the Special Servicer may issue more
than one Final Asset Status Report with respect to any Specially Serviced 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 Special Servicer, in consultation with the Directing Holder if related
to a Mortgage Loan other than an applicable Excluded 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 or REO Property
(other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) the Mortgage Loan Seller pursuant to
Section 6 of the Mortgage Loan Purchase Agreement, (ii) the 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 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 Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer
to make payments from its own funds pursuant to


 






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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 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.


 


“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 the Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.


 


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


 


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


 


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


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), 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 pursuant to the related Co-Lender Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received.


 


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


 


“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 Retained Interest Owner, which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, and
the Retained Interest Owner, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount
of an Eligible Account.


 


“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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“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 R&D
Centre Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of March 16, 2017, by and between the holder
of the GSK R&D Centre Pari Passu Companion Loan and the holder of the GSK R&D Centre Mortgage Loan, relating to the relative
rights of such holders of the GSK R&D Centre Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“GSK R&D
Centre Mortgage Loan”: With respect to the GSK R&D Centre Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari
passu in right of payment with the GSK R&D Centre Pari Passu Companion Loan to the extent set forth in the related Co-Lender
Agreement.


 


“GSK R&D
Centre Mortgaged Property”: The Mortgaged Property which secures the GSK R&D Centre Whole Loan.


 


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


 


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


 


“GSMS 2016-GS3
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of September 1, 2016, among GS Mortgage
Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
Rialto Capital Advisors, LLC, as general special servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison special servicer,
Wells Fargo Bank, National Association, as certificate administrator, Wells Fargo Bank, National Association, as trustee, and Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified
relating to the issuance of the GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3.


 


“GSMS 2016-GS4
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2016, among GS Mortgage
Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as general special servicer, Wells Fargo Bank, National Association, as AMA Plaza special servicer,
AEGON USA Realty Advisors, LLC, as


 






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225 Bush Street 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, as from time to time amended, supplemented or modified relating to the issuance of the GS Mortgage Securities Trust 2016-GS4,
Commercial Mortgage Pass-Through Certificates, Series 2016-GS4.


 


“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 E, Class F and Class G Certificates.


 





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


 


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


 


“Impermissible
Operating Advisor 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 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, the Special Servicer, the
Directing Holder, the 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, the Special Servicer, the Directing Holder, the 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, the Special Servicer, the Directing Holder, the 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 


 






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Servicer, the Directing Holder, the Risk Retention Consultation Party, 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, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Directing Holder, the Risk Retention Consultation Party, 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 or the Trust, delivered
to the Trustee, any Companion 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
Servicer 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 the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the
Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


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


 


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


 


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


 






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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 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 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 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,


 






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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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, and the Retained Interest Owner, Interest
Reserve Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an
Eligible Account or subaccount of an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates 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, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Holder, the 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 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 Special Servicer (or any Independent Contractor
engaged by the 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.


 


“Intervening
Trust Vehicle”: With respect to any Securitization Vehicle that is a CDO, a trust vehicle or entity which holds the Retained
Interest as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral
for the CDO.


 






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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Retained Interest Owner, the Directing Holder or the 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 the 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 the Risk Retention Consultation Party) in which case (1) if such Person is the Directing Holder or a 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 or
a Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared
by the Certificate Administrator, (iii)  such Person has received a copy of the final Prospectus and (iv) such Person
agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however,
that any Excluded Controlling Class Holder (i) shall be permitted to obtain upon request in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master
Servicer or the 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 the Special Servicer and


 






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specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.


 


“Lafayette Centre
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of March 16, 2017, by and among the holder of the Lafayette
Centre Pari Passu Companion Loans and the holder of the Lafayette Centre Mortgage Loan, relating to the relative rights of such
holders of the Lafayette Centre Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 


“Lafayette Centre
Mortgaged Property”: The Mortgaged Property which secures the Lafayette Centre Whole Loan.


 


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


 


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


 


“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


 






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extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Co-Lender Agreement.


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage 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 is purchased by the Special Servicer, or by any Companion Holder
or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Co-Lender Agreement, as applicable); (v) such
Mortgage Loan is purchased by the 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 is sold by the Special Servicer pursuant to the terms of this
Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the 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 Special Servicer with respect to (i) each Specially Serviced Mortgage Loan or REO Property
(except with respect to a Non-Serviced Mortgaged Property) as to which the 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 Special
Servicer is the Enforcing Servicer and either (A) such Mortgage Loan 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, 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 the Special Servicer or any
Affiliate thereof (except if such Affiliate purchaser is the Directing Holder or any Affiliate thereof; provided, however,
that prior to a Control Termination Event, if the Directing Holder or an Affiliate thereof, purchases any Specially Serviced Mortgage
Loan within ninety (90) days (as may be extended) after the Special Servicer delivers to the Directing Holder for its approval
the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan, the 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


 






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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, 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, the 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, except as contemplated by each of the immediately
preceding provisos and the second following paragraph, no Liquidation Fee will be less than $25,000.


 


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


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the 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


 






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REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the Mortgage Loan Seller pursuant to Section 6
of the Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority
of the Controlling Class, the 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 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
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
Directing Holder”: 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 Pentagon Center Whole Loan will initially be GSMC, as the holder of the related Controlling Companion
Loan.


 


“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 any Trust REMIC.


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier 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 Retained Interest Balance of the Retained Interest 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) or Section 4.01(d), respectively.


 






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


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced
Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts
as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan), the related portion
of the REO Accounts, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained 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 Upper Tier REMIC.


 


“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 Retained
Interest Owner, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on
behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, and the Retained Interest Owner, 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.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Major Decision
Reporting Package”: means, with respect to any Major Decision, a written report by the Special Servicer describing in
reasonable detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action
recommended, and (iii) any direct or indirect conflict of interest in the action.


 


“Majority Owned
Affiliate”: As defined in the Risk Retention Rule.


 






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


 


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


 


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


 


“Material Defect”:
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 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 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 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


 






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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:


 


(1)              
the original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express
or implied) to the order of “Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, and the Retained Interest
Owner” 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 “Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, and the Retained
Interest Owner” and the holder of the related Companion Loan, as their interests may appear or a copy of such
assignment (if the Mortgage Loan Seller or its designee, rather than the trustee or certificate administrator, is responsible
for the recording thereof);


 


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


 






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(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 Retained Interest Owner and the holder of the related Companion Loan, as their interests may appear;


 


(14)           any filed copies (bearing evidence of filing) or evidence of filing of any 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;


 






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


 


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


 


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


 


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


 






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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
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 Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the
related Companion Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery
requirements will be met by the delivery by the Mortgage Loan Seller of copies of the documents specified above (other than the
Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required)
including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred
to in clauses (3), (4), (6), (7), (9) and (10) above as being in favor of the Trustee
shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable
Non-Serviced Trustee or a custodian on its behalf, provided that with respect to such Non-Serviced Mortgage Loan if Wells
Fargo Bank, National Association is also the custodian with respect to such Non-Serviced Mortgage Loan then no copies of the Mortgage
File relating to such Non-Serviced Mortgage Loan shall be delivered; and (f) in connection with any Servicing Shift Mortgage Loan,
the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior to the Closing Date
and such documents (other than the documents described in clause (1) above) shall be transferred to the custodian pursuant
to Section 2.01(i).


 


“Mortgage Loan”:
Each of the mortgage loans (other than 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.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans 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 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;


 






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(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 is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;


 


(xiii)          
whether such Mortgage 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 and the Mortgage Loan Seller;


 


(xvi)          whether the related Mortgage Loan has a guarantor;


 


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


 


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


 


(xix)           number of grace days;


 


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


 


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


 


(xxii)         whether the related Mortgage Loan permits defeasance;


 


(xxiii)        the interest accrual period; and


 






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


 


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


 


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


 


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


 


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


 






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“Net Mortgage
Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other than the portion
of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the related Administrative Cost Rate; provided, however, that for purposes of calculating
Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the 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 had remained outstanding.


 


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


 


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


 






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“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) 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 or REO Loan; provided, however, that the 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 the Special Servicer shall not have any obligation to make an affirmative
determination that any P&I Advance is or would be recoverable; however, if the Special Servicer makes any determination, such
determination shall not be binding upon the Master Servicer or the Trust. In the absence of a determination by the 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 the 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 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 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 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


 






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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 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 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 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 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 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 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 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 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 Retained Interest Owner. The determination by the Master Servicer, the 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 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 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 Special Servicer),
the Depositor, or by the Trustee to the Depositor, the Master Servicer, the 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 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, the Special
Servicer or the Trustee, as applicable, to make such determination and shall include any existing


 






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Appraisal of the related Mortgage
Loan or the related Mortgaged Property). The 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 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 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 Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses (c) to estimate and
consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries
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. 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 Special Servicer at the expense
of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability
determination (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master
Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting
party for such purpose).


 






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Absent bad faith, the Master Servicer’s, 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 Retained
Interest Owner. The determination by the Master Servicer, the 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 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 the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage
Loan, any Other Servicer). The Special Servicer may, at its option, make a determination in accordance with the Servicing Standard,
that any Property Protection Advance previously made or proposed to be made is a Nonrecoverable Property Protection Advance and
shall deliver to the Master Servicer (and with respect to a Serviced Whole Loan, to any Other Servicer, and, with respect to any
Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer), the Trustee, the Certificate Administrator, the Operating
Advisor and the 17g-5 Information Provider notice of such determination. Any such determination shall be binding upon, the Master
Servicer and the Trustee, provided, however, that the Special Servicer shall not have any obligation to make an affirmative
determination that any Property Protection Advance is or would be recoverable; however, if the 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 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 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 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 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 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 Special Servicer’s determination that a Property Protection Advance is or would be nonrecoverable. Notwithstanding
anything herein to the contrary, if the Special Servicer requests


 






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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 the 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
Interests”: means any ABS Interest then outstanding for which (a)(1) the initial Certificate Balance of such Class of
Certificates or Original Retained Interest Balance for the Retained Interest, as applicable, 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 or the Retained Interest Owner, as applicable, (y) any Appraisal Reduction Amounts allocated to such Class
of Certificates or the Retained Interest, as applicable, and (z) any Realized Losses previously allocated to such Class of Certificates
or the Retained Interest Realized Losses previously allocated to the Retained Interest, as applicable, is equal to or greater than
(b) 25% of the remainder of (1) the initial Certificate Balance of such Class or the initial Retained Interest Balance of the Retained
Interest, as applicable, less (2) any payments of principal (whether as Principal Prepayments or otherwise) previously distributed
to the Certificateholders of such Class of Certificates or the Retained Interest Owner, as applicable.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Companion Loan”: The 350 Park Avenue Pari Passu Companion Loans, the 350 Park Avenue Subordinate Companion Loans, the
U.S. Industrial Portfolio Pari Passu Companion Loans, the Simon Premium Outlets Pari Passu Companion Loan, the AMA Plaza Pari Passu
Companion Loan, the AMA Plaza Subordinate Companion Loans, the Pentagon Center Pari Passu Companion Loans (on or after the related
Servicing Shift Securitization Date),


 






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the 225 Bush Street Pari Passu Companion Loan and the 225 Bush Street Subordinate Companion
Loan.


 


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


 


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


 


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


 


“Non-Serviced
Co-Lender Agreement”: The 350 Park Avenue Co-Lender Agreement, the U.S. Industrial Portfolio Co-Lender Agreement, the
Simon Premium Outlets Co-Lender Agreement, the AMA Plaza Co-Lender Agreement, the Pentagon Center Co-Lender Agreement (on or after
the related Servicing Shift Securitization Date) and the 225 Bush Street Co-Lender Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: The 350 Park Avenue Mortgage Loan, the U.S. Industrial Portfolio Mortgage Loan, the Simon Premium Outlets
Mortgage Loan, the AMA Plaza Mortgage Loan, the Pentagon Center Mortgage Loan (on or after the related Servicing Shift Securitization
Date) and the 225 Bush Street Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The 350 Park Avenue Mortgaged Property, the U.S. Industrial Portfolio Mortgaged Property, the Simon
Premium Outlets Mortgaged Property, the AMA Plaza Mortgaged Property, the Pentagon Center Mortgaged Property (on or after the related
Servicing Shift Securitization Date) and the 225 Bush Street Mortgaged Property.


 


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


 


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


 


“Non-Serviced
Pooling Agreement”: With respect to (i) the 350 Park Avenue Whole Loan, the VNDO Trust 2016-350P Trust and Servicing
Agreement, (ii) the U.S. Industrial Portfolio Whole Loan, the GSMS 2016-GS3 Pooling and Servicing Agreement, (iii) the Simon Premium
Outlets Whole Loan, the AMA Plaza Whole Loan and the 225 Bush Street Whole Loan, the GSMS 2016-GS4 Pooling and Servicing Agreement
and (iv) the Pentagon Center Whole Loan, on and after the related Servicing Shift Securitization Date, the Pentagon Center Pooling
and Servicing Agreement.


 






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“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 350 Park Avenue Whole Loan, the U.S. Industrial Portfolio Whole Loan, the Simon Premium Outlets Whole
Loan, the AMA Plaza Whole Loan, the Pentagon Center Whole Loan (on or after the related Servicing Shift Securitization Date) and
the 225 Bush Street 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; in the case of the Class X-C Certificates, the Class X-C 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 under this Agreement or that such
NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act,
that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information confidential,
except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to
the foregoing each time it accesses the 17g-5 Information Provider’s Website.


 


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


 


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


 






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“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the 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”:
Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


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


 


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


 


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


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan, REO Loan, Non-Serviced Mortgage Loan (but not any 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 0.0026%; provided, that at any time there is no Operating Advisor, the Operating Advisor Fee Rate shall be zero.


 






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“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 Retained Interest Owner 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 Retained
Interest Owner 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, the Sponsor, the Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer, the Directing Holder, the 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;


 


(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


 






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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, the 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 or (c) the resignation of the Master Servicer, the 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, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


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


 


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


 


“Original Notional
Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-C 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.


 


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


 


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


 


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


 






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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


“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.


 


“Pari Passu
Companion Loan”: Each of the 350 Park Avenue Pari Passu Companion Loans, the Lafayette Centre Pari Passu Companion Loans,
the U.S. Industrial Portfolio Pari Passu Companion Loans, the GSK R&D Centre Pari Passu Companion Loan, the Ericsson North
American HQ Pari Passu Companion Loan, the Simon Premium Outlets Pari Passu Companion Loan, the AMA Plaza Pari Passu Companion
Loan, the Pentagon Center Pari Passu Companion Loans and the 225 Bush Street Pari Passu Companion Loan.


 


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


 


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


 


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


 






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“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


“Pentagon Center
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of March 16, 2017, by and between the holder of the
Pentagon Center Pari Passu Companion Loans and the holder of the Pentagon Center Mortgage Loan, relating to the relative rights
of such holders of the Pentagon Center Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Pentagon Center
Mortgage Loan”: With respect to the Pentagon Center Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 17 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu
in right of payment with the Pentagon Center Pari Passu Companion Loans to the extent set forth in the related Co-Lender Agreement.


 


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


 


“Pentagon Center
Pari Passu Companion Loans”: With respect to the Pentagon Center Whole Loan, the Companion Loans evidenced by the related
promissory notes A-2, A-3, A-4, A-5 and A-6 made by the related Mortgagor and secured by the Mortgage on the Pentagon Center Mortgaged
Property, which are not included in the Trust and which are pari passu in right of payment to the Pentagon Center Mortgage
Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Pentagon Center Co-Lender Agreement.


 


“Pentagon Center
Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the Pentagon Center Whole
Loan. The Pentagon Center Pari Passu Note A-2 is held by GSMC.


 


“Pentagon Center
Pooling and Servicing Agreement”: This Agreement, for so long as the Pentagon Center Whole Loan is serviced pursuant
to this Agreement and, on and after the related Servicing Shift Securitization Date, the related Non-Serviced Pooling Agreement
for the Pentagon Center Pari Passu Note A-2.


 


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


 






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“Percentage Interest”:
As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in distributions required
to be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates), the percentage
interest is equal to the Denomination 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, the
Percentage Interest is set forth on the face thereof.


 


“Performance Certification”:
As defined in Section 11.06.


 


“Performing Party”:
As defined in Section 11.12.


 


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


 


“Permitted Fund Manager”:
Any Person that on the date of determination is (i) any nationally-recognized manager of investment funds investing in debt or
equity interests relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“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 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
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,


 



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such class of securities) as evidenced in writing, other than
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;


 


(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, the short-term debt obligations
of which are rated at least “F1” by Fitch and in the highest short-term rating category by Moody’s or the long-term
debt obligations of which are rated at least “A” by Fitch and “A2” by Moody’s, (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
“F1+” by Fitch and in the highest short-term rating category by Moody’s and the long-term obligations of which
are rated at least “AA-” by Fitch and “A1” by Moody’s, (C) in the case of such investments with maturities
of 6 months or less, but more than 3 months, the short-term obligations of which are rated at least “F1+” by Fitch
and in the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “AA-“
by Fitch and “Aa3” by Moody’s, 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 Fitch and “Aaa” by Moody’s (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 and Morningstar);


 


(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, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch
and Morningstar (if then rated by Morningstar) and (2) the short-term obligations of which are rated in the highest short-term
rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B) if
it has a term of


 



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more than three months and not in excess of six months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by
Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aaa” by
Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar); provided, however,
that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will
cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder
to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in
such accounts;


 


(v)         commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof), (A) if it has a term of one month or less, the short-term obligations
of which are rated at least “F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s,
the long-term obligations of which are rated at least “A2” by Moody’s) and in the highest short term debt rating
category of Morningstar, if then rated by Morningstar; (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), and (2) the short-term debt obligations of
which are rated at least “P-1” by Moody’s, or the long-term obligations of which are rated at least “A2”
by Moody’s; (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), and (2) the short-term debt obligations of which are rated at least “P-1”
by Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s; and (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) and (2)
the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations
of which are rated at least “Aaa” by Moody’s, (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
and Morningstar, 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;


 



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(vi)        money
market funds, rated at least “Aaa-mf” by Moody’s (or, if not rated by Moody’s, otherwise acceptable to
such Rating Agency and Morningstar, 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 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 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 Special Servicer/Affiliate
Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions
and fees, title agency fees, and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection
with any services performed by such party with respect to any


 



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


 


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer)
to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause any Trust REMIC
to fail to qualify as a REMIC at any time that the Certificates or the Retained Interest 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).


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


“Privileged Information”:
Any (i) correspondence between the Directing Holder or the Risk Retention Consultation Party and the 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 the Risk Retention Consultation Party’s consultation rights under this Agreement,
(ii) strategically sensitive information (including information contained within any Asset Status Report) that the 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, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to rely on
any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.


 


“Privileged Information Exception”:
With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to
the public 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 Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced by an opinion of counsel (which
will be an additional expense of the Trust) delivered to each of the Master Servicer, the 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 Sponsor, the Master Servicer, the 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 the 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, the Risk Retention Consultation Party and any
Retained 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 the Risk Retention Consultation Party or applicable
Special Servicer) be entitled to receive (i) if such party is the Directing Holder or any Controlling Class Certificateholder,
any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is


 



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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 or any 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, the Special Servicer, the Mortgage
Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything to the contrary
in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer shall nevertheless
be a Privileged Person; provided that the 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 the Special Servicer’s employees
or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related
Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the
related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above; provided, further, that nothing in
this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict the 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 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 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 the Special Servicer or any Excluded
Special Servicer to any information related to any Excluded Special Servicer Loan.


 


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


 


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


 


“Property Protection Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the 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


 



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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 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 Servicer or the Trustee shall make any Property Protection Advance in connection with the exercise of any cure rights or
purchase rights granted to the holder of a Serviced Companion Loan under the related Co-Lender Agreement or this Agreement.


 


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


 


“Prospectus”: The
Prospectus, dated March 13, 2017.


 


“Purchase Price”:
With respect to any Mortgage 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 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 any related REO Loan (including for such purpose, to the extent required pursuant
to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time (excluding
any portion of such interest that represents Default Interest), to, but not including, the Due Date immediately preceding or coinciding
with the Determination Date for the Collection Period of purchase; plus


 


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


 



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(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, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable
amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement), and if such
Mortgage Loan 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 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 no previously paid by the Mortgage Loan Seller; plus


 


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


 


Solely with respect to any Serviced
Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount calculated
in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage Loan
and the related Companion Loan. With respect to any REO Property to be sold pursuant to Section 3.16(b), “Purchase
Price” shall mean the amount calculated in accordance with the 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.


 



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“Qualified Insurer”:
(i) With respect to any Mortgage 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)
“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 Morningstar) or (B) one NRSRO (which may include S&P, Fitch or Morningstar) and A.M. Best Company,
Inc.) and (b) “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 Morningstar)) 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 Special
Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate of
the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor (x) any fees or
otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the appointment of the
successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer to become the Special
Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material
and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement special servicer,
(v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer, in each case,
unless such fee is expressly approved by 100% of the Certificateholders and the Retained Interest Owner, (vi) has been appointed
and currently services as a special servicer on a transaction-level basis on a commercial mortgage-backed securitization transaction
currently rated by Moody’s that currently has securities outstanding that are currently rated by Moody’s and for which
Moody’s has not cited servicing concerns of the applicable replacement special servicer as the sole or material factor in
any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating
downgrade or withdrawal) of securities in a commercial mortgage-backed securitization 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, and (viii) either (A) has a then-current ranking by Morningstar equal to or higher than “MOR CS3” as a
special servicer or (B)(i) is acting as special servicer in a CMBS that was rated by an NRSRO within the twelve (12) month period
prior to the date of determination and (ii) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings
of one or more classes of certificates citing servicing concerns with the special servicer as the sole or material factor in such
rating action.


 



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“Qualified Retained Interest
Owner”: Any U.S. Tax Person that is:


 


(a)          an
entity Controlled by, under common Control with or that Controls the Retained Interest Owner, or


 


(b)          the
trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a collateralized debt obligation
(“CDO”) comprised of, or other securitization vehicle involving, assets deposited or transferred by the Retained
Interest Owner and/or one or more Affiliates (whether with assets from others or not), provided that the securities issued
in connection with such CDO or other securitization vehicle are rated by each of the Rating Agencies, or


 


(c)          one
or more of the following:


 


(i)          an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan,
pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or


 


(ii)         an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3)
or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


(iii)        a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of a CDO secured by, or (c) a financing
through an “owner trust” of, the Retained Interest or any interest therein (any of the foregoing, a “Securitization
Vehicle”), provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially
rated at least investment grade by each of the Rating Agencies (it being understood that a Rating Agency Confirmation will not
be required in connection with a transfer of the Retained Interest or any interest therein to such Securitization Vehicle); (2) in
the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle (a) has a rating of
“CSS3” by Fitch or is otherwise acceptable to Fitch, (b) is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s prior to the date of determination, and Moody’s
has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial
mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage loans
or is otherwise acceptable to Moody’s and (c) is currently acting as special servicer on a deal or transaction-level basis
for all or a significant portion of the related mortgage loans in one or more other commercial mortgage-backed securitizations,
and Morningstar has not, with respect to any such other transactions, qualified, downgraded or withdrawn its rating or ratings
on one or more classes of securities issued in such transactions, or is otherwise acceptable to Morningstar and (d) and such special


 



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servicer is required to service and administer the Retained Interest or any interest therein in accordance with servicing arrangements
for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing
standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization
Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed
by a CDO Asset Manager which is a Qualified Retained Interest Owner, are each a Qualified Retained Interest Owner under clauses (i),
(ii), (iv) or (v) of this definition, or


 


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) the Retained Interest Owner, (B) a person that is otherwise a Qualified Retained Interest
Owner, under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in
clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager
responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified
Retained Interest Owners (without regard to the capital surplus/equity and total asset requirements set forth below in the definition),
or


 


(v)        an
institution substantially similar to any of the foregoing, and


 


in the case of any entity referred to in clause (c)(i),
(ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory surplus or
shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000 in total
assets (in name or under management), and (y) is regularly engaged in the business of making or owning commercial real estate
loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto) or owning or operating commercial
real estate properties; provided that, in the case of the entity described in clause (iv)(B) above, the requirements
of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such entity; or


 


(d)       any
entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder as a Qualified
Retained Interest Owner for purposes of this Agreement, or as to which the Rating Agencies have stated they would not review such
entity in connection with the subject transfer.


 


For purposes of this definition, “Control”
means, the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise and the terms “Controlling”
and “Controlled” have meanings correlative to the foregoing. For purposes of this definition, “Qualified Trustee”
means any Person that is (i) a corporation, national bank, national banking association or a trust company, organized and
doing


 



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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, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority and (ii) an institution whose long-term senior unsecured debt is rated at least
“A” (or its equivalent) by each of the applicable Rating Agencies.


 


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


 



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Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii); provided that the rates described in clause (ii)
above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average
basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee
Fee Rate, the Operating Advisor Fee Rate and the Asset Representations Reviewer Fee Rate) shall be lower than the highest fixed
Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any class of Principal
Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for
a removed Mortgage Loan, the Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements
of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence
of a Consultation Termination Event, the Directing Holder.


 


“Quorum”: In connection
with any solicitation of votes in connection with the replacement of the Special Servicer pursuant to Section 7.01(d) (other
than as a result of the replacement of the 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 Retained
Interest 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 or the Retained Interest Balance
of the Retained Interest, as applicable) of all Principal Balance Certificates and the Retained Interest 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”: As to each Class of Offered Certificates, the Distribution Date in March 2050.


 


“Rating Agency”:
Each of Moody’s, Fitch and Morningstar 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 Moody’s, Fitch and Morningstar)
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.


 



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“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”:
As defined in Section 4.04(a).


 


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


 


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class G, Class X-A, Class X-B, Class X-C and Class X-D 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 the Special Servicer, as applicable, involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and
familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such
an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the Trustee and/or
the Certificate Administrator by the Master Servicer or the 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”
and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates or the Retained
Interest, the related Class of Lower-Tier Regular Interests, as applicable; and for the following Classes of Lower-Tier Regular
Interests, the related Class of Certificates or the Retained Interest set forth below:


 



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        Related Certificates or Retained Interest

	 	
        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 LA4 Uncertificated Interest
	Class A-AB Certificates	 	Class LAAB Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E Certificates	 	Class LE Uncertificated Interest
	Class F Certificates	 	Class LF Uncertificated Interest
	Class G Certificates	 	Class LG Uncertificated Interest
	Retained Interest	 	LRI Uncertificated Interest


 


“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 Special Servicer, the term “Relevant
Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the
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 with respect to each of the Mortgage Loans, the Special Servicer
pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and the Retained Interest
Owner and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion Noteholder, which shall initially
be entitled “Rialto Capital Advisors, LLC, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the


 






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benefit of the registered holders of GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, and the Retained Interest Owner, 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 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 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 Retained Interest Owner 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, no amounts relating
to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, will be available for amounts
due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Property Protection
Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan


 






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incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate
Companion Loan, as set forth in the related Co-Lender Agreement.


 


“REO Property”:
A Mortgaged Property acquired by the 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 Retained Interest Owner 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. References herein to the 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
or any Trust REMIC.


 


“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 Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or
any Servicing Function Participant engaged by such parties, as the case may be.


 


“Repurchase Communication”:
For purposes of Section 2.03(b) of this Agreement only, any communication, whether oral or written, which need not
be in any specific form.


 


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


 


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


 


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


 


“Request for Release”:
A release signed by a Servicing Officer of the Master Servicer or the 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).


 



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“Required Third Party Purchaser
Retention Amount”: $67,163,240 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 or Underwriters and any other distributor (as such term is defined in Regulation S)
of the Certificates and (b) the Closing Date.


 


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


 



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


 


“Retained Interest Balance”:
With respect to the Retained Interest (i) on or prior to the first Distribution Date, an amount equal to the Original Retained
Interest Balance as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution
Date, the Retained 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 Retained Interest Realized Losses allocated to the Retained 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 Retained Interest Principal Distribution Amount, which recoveries are allocated to the Retained Interest and added to the
Retained Interest Balance.


 


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


 


“Retained 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 Retained Interest
Owner, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the Retained Interest Owner under the Pooling and Servicing Agreement
for the GS Mortgage Securities Trust 2017-GS5, Retained Interest Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


“Retained Interest Distribution
Amount”: With respect to the Retained Interest for any Distribution Date, an amount equal to the product of (A) the
Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to Certificateholders pursuant to Section 4.01(b)(i),
(iv), (vii), (x), (xiii), (xvi), (xix) and (xxii) on such Distribution Date.


 


“Retained Interest Owner”:
The Person who owns the Retained Interest, as identified to the Certificate Administrator in writing. At any time, there shall
be only one Retained Interest Owner. Goldman Sachs Bank USA, a NY state-chartered bank, is the Retained 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 Retained 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 Retained Interest Owner.


 



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“Retained Interest Percentage”:
2.7%.


 


“Retained Interest Principal
Distribution Amount”: With respect to the Retained Interest for any Distribution Date, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Certificateholders
pursuant to Section 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii), (xx) and
(xxiii) on such Distribution Date.


 


“Retained Interest Rate”:
With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution
Date.


 


“Retained Interest Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product of (A) the Retained
Interest 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 Retained Interest Balance after giving effect to distributions of principal on such Distribution Date.


 


“Retained Interest Realized
Loss Interest Distribution Amount”: With respect to the Retained Interest for any Distribution Date, an amount equal
to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest on reimbursed Realized
Losses distributed to the Certificatholders pursuant to Section 4.01(b)(iii), (vi), (ix), (xii),
(xv), (xviii), (xxi) and (xxiv) on such Distribution Date.


 


“Retained Interest 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 Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal
Balance Certificates as of the Cut-off Date; and (iii) two years after the Closing Date, and


 


(b)       such
time as when the Risk Retention Rule ceases to require the retention of risk with respect to the securitization of the Mortgage
Loans contemplated by this Agreement, resulting from the repeal, amendment or modification of all or any portion of the Risk Retention
Rule.


 


“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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“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 Allocation
Percentage”: A percentage equal to the Retained Interest Percentage divided by the Non-Retained Interest Percentage.


 


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


 


“Risk Retention Rule”:
shall mean the final rule that was promulgated to implement the credit risk retention requirements under Section 15G of the Securities
Exchange Act of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601;
pages 77740-77766), as such rule may be amended from time to time, and subject to such clarification and interpretation as have
been provided by the Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal
Housing Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting
release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff
from time to time, in each case, as effective from time to time.


 


“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 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).


 



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“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 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 tab, which shall initially be located within the Certificate Administrator’s Website (initially “www.ctslink.com”),
under the “Secure Data” tab on the page relating to this transaction.


 


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


 


“Senior Certificate”:
Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate (other than the Class X-C
and Class X-D Certificates).


 


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


 


“Serviced AB Whole Loan”:
For the avoidance of doubt, there is no Serviced AB Whole Loan related to the Trust.


 


“Serviced Companion Loan”:
Each of the Lafayette Centre Pari Passu Companion Loans, the GSK R&D Centre Pari Passu Companion Loan, the Ericsson North American
HQ Pari Passu Companion Loan, the Pentagon Center Pari Passu Companion Loans (prior to the


 



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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 Lafayette Centre Pari Passu Companion Loans, the GSK R&D Centre Pari Passu Companion Loan, the Ericsson
North American HQ Pari Passu Companion Loan, the Pentagon Center Pari Passu Companion Loans (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 Lafayette Centre Mortgage Loan, the GSK R&D Centre Mortgage Loan, the Ericsson North American HQ Mortgage Loan
and the Pentagon Center Mortgage Loan (prior to the related Servicing Shift Securitization Date), as applicable.


 


“Serviced Pari Passu Companion
Loan”: Each of the Lafayette Centre Pari Passu Companion Loans, the GSK R&D Centre Pari Passu Companion Loan, the
Ericsson North American HQ Pari Passu Companion Loan and the Pentagon Center Pari Passu Companion Loans(prior to the related Servicing
Shift Securitization Date).


 


“Serviced Pari Passu Companion
Noteholder”: Each of the holders of the Lafayette Centre Pari Passu Companion Loans, the GSK R&D Centre Pari Passu
Companion Loan, the Ericsson North American HQ Pari Passu Companion Loan and the Pentagon Center Pari Passu Companion Loans(prior
to the related Servicing Shift Securitization Date).


 


“Serviced Pari Passu Mortgage
Loan”: Each of the Lafayette Centre Mortgage Loan, the GSK R&D Centre Mortgage Loan, the Ericsson North American
HQ Mortgage Loan and the Pentagon Center Mortgage Loan (prior to the related Servicing Shift Securitization Date), as applicable.


 


“Serviced Pari Passu Whole
Loan”: Each of the Lafayette Centre Whole Loan, the GSK R&D Centre Whole Loan, the Ericsson North American HQ Whole
Loan and the Pentagon Center Whole Loan (prior to the related Servicing Shift Securitization Date), as applicable.


 


“Serviced REO Loan”:
Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced REO Property”:
Any REO Property that is serviced by the 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.


 



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“Serviced Whole Loan”:
Each of the Lafayette Centre Whole Loan, the GSK R&D Centre Whole Loan, the Ericsson North American HQ Whole Loan and the Pentagon
Center 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.


 


“Serviced Whole Loan Custodial
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Midland Loan
Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of
the Companion Loans, relating to the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, Serviced Whole Loan Custodial Account”. The Serviced Whole Loan Custodial Account shall not be an asset
of the Trust or any Trust REMIC, 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) and REO Loan, a per annum rate equal
to the sum of the rates set forth


 



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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 or REO Loan
in the same manner in which interest is calculated in respect of such loans. With respect to the Lafayette Centre Pari Passu Companion
Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the GSK R&D Centre
Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0125%. With respect
to the Ericsson 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 Pentagon Center 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 (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 Servicer,
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 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 Servicer 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 Servicer 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 Pentagon Center Pari Passu Note A-2 will be a Servicing Shift
Lead Note related to the Trust.


 


“Servicing Shift Securitization
Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note is included
in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides each of the parties to
this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced Pooling Agreement)
with notice in accordance with the terms of the related Co-Lender Agreement that such Servicing Shift Lead Note is to be included
in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer, the Non-Serviced
Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee. The respective date on which the Pentagon
Center Pari Passu Note A-2 is included in a securitization trust is a Servicing Shift Securitization Date related to the Trust
(subject to the proviso in the immediately preceding sentence).


 


“Servicing Shift Mortgage
Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be serviced
under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing agreement
entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the date of such securitization.
As of the Closing Date, the Pentagon Center 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 Pentagon Center Mortgage 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 Special Servicer (and the party receiving such document shall promptly forward
a copy of such document to the Master Servicer or the Special Servicer, as applicable), within sixty (60) days after the related
Maturity Date, with a written and fully executed (subject only to customary final closing conditions) commitment, letter of intent
or otherwise binding application for refinancing or similar document that is in each case, binding upon an acceptable lender or
signed purchase agreement reasonably satisfactory in form and substance to the Special Servicer (and the party receiving such document
shall promptly forward a copy of such document to the Master Servicer or the Special Servicer, as applicable), which provides that
such refinancing or purchase will occur within one hundred-twenty (120) days of such related Maturity Date, provided that
the Mortgage Loan and any related Serviced Companion Loan, will become a Specially Serviced Mortgage Loan immediately if the related
Mortgagor fails to diligently pursue such financing or to pay any Assumed Scheduled Payment on the related Due Date (subject to
any applicable Grace Period) at any time before the refinancing or, if such refinancing does not occur, the related Mortgage Loan
and any related Serviced Companion Loan, will become a Specially Serviced Mortgage Loan at the end of such 120-day period (or for
such shorter period beyond the date on which that Balloon Payment was due within which the refinancing is scheduled to occur pursuant
to the commitment for refinancing or on which such commitment terminates); or


 


(ii)         the
Master Servicer or Special Servicer (and, in the case of the 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 Special Servicer (and, in the case of the 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, 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


 



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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 Retained Interest Owner (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 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 Special Servicer
(and, in the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a Control Termination
Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that
the related Mortgage Loan or Serviced Whole Loan (or REO Loan) be transferred to special servicing); or


 


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


 


(vii)       the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or


 



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(viii)      a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or applicable Special Servicer (in the case of the 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 Retained Interest Owner (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 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 Lafayette Centre Pari Passu Companion Loans, 45 days following the end of each fiscal quarter,
(B) the GSK R&D Centre Pari Passu Companion Loan, 45 days following the end of each fiscal quarter, (C) the Ericsson North
American HQ Pari Passu


 



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Companion Loan, 45 days following the end of each fiscal quarter and (D) the Pentagon Center Pari Passu
Companion Loans, 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 E, Class F and Class G Certificates, and the Retained Interest Owner; provided,
however, that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B,
Class C and Class D Certificates have been retired and the Notional Amounts of the Class X-A, Class X-B, Class
X-C, Class X-D Certificates have been reduced to zero.


 


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


 


“Simon Premium Outlets Mortgage
Loan”: With respect to the Simon Premium Outlets 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 Simon Premium Outlets Pari Passu Companion Loan to the extent set forth in the related Co-Lender Agreement.


 


“Simon Premium Outlets Mortgaged
Property”: The Mortgaged Property which secures the Simon Premium Outlets Whole Loan.


 


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


 


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


 



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“Special Notice”:
As defined in Section 5.06.


 


“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).


 


“Special Servicer Decision”:
Collectively:


 


(a)          approving
leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other
similar agreements for leases in excess of the lesser of 30,000 square feet and 30% of the net rentable area of the related Mortgaged
Property, so long as it is considered a “major lease” or otherwise reviewable by the lender under the related Mortgage
Loan documents;


 


(b)          approving
any waiver regarding the receipt of financial statements (other than immaterial timing waivers);


 


(c)          approving
annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments to Affiliates
of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage
Loan (excluding any Non-Serviced Mortgage Loans) or Serviced Whole Loan);


 


(d)          agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced
Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a
waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating to transfers
of interests in the Mortgagor the existing collateral or material modifications of the existing collateral), (ii) a modification
of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral other than
direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would permit a
principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal prepayment;
provided that the foregoing is not otherwise a Major Decision;


 


(e)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced
Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans or Serviced Whole Loans which are non-Specially
Serviced Mortgage Loans, any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of
performance-related criteria or lender discretion is not required or permitted pursuant to the terms of the related loan documents
(for the avoidance of doubt, other than as set forth in clause (f) below, any request with respect to a Mortgage Loan or


 



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Serviced
Whole Loan that is a non-Specially Serviced Mortgage Loan for the funding or disbursement of ordinary course impounds, repair and
replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each
in accordance with the loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and Special
Servicer, will not constitute a Special Servicer Decision;


 


(f)           any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in the case of
certain Mortgage Loans whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate (but excluding
tax and insurance escrows), at the related origination date, 10% of the initial principal balance of such Mortgage Loan (which
Mortgage Loans are identified on Schedule 3 to this Agreement), except for the routine funding of tax payments and insurance premiums
when due and payable (provided the Mortgage Loan is not a Specially Serviced Mortgage Loan;


 


(g)          in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage Loan documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional
debt in accordance with the terms of the related Mortgage Loan documents;


 


(h)          in
circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage
Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan; provided
that, in any case, Special Servicer Decisions will not include (i) the release, substitution or addition of collateral securing
any Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such collateral;
or (ii) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material
portion of the Mortgaged Property; provided that such release or substitution or addition of collateral is not a Major Decision;


 


(i)           agreeing
to any modification or amendment to any ground lease or any subordination, non-disturbance and attornment agreement relating to
any ground lease or any entry into a new ground lease with respect to a Mortgaged Property or determining whether to cure any default
by a Mortgagor under a ground lease; and


 


(j)           approving
easements or rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to
make payments with respect to the related Mortgage Loan;


 


provided, however,
with respect to clause (d) of this definition (1) the Master Servicer shall evaluate and process requests for any modifications
described in sub-clauses (i) and (ii) of such clause (d) and obtain the consent or deemed consent of the Special Servicer
as


 



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provided in the this Agreement and (2) the 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 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 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 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 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 the Risk Retention Consultation Party is entitled to
consult with the Special 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, as of any date of determination, an amount equal to (x) the Cut-off Date Principal Balance
of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan
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 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;


 



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(ii)         all
Principal Prepayments received with respect to such Mortgage 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 and Liquidation
Proceeds received with respect to such Mortgage 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 resulting from a Deficient Valuation or a modification of
such Mortgage 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, as of any date of determination, an amount equal to (x) the Stated Principal Balance of the
predecessor Mortgage 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),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A Mortgage Loan or an REO Loan that
is a successor to a Mortgage 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


 



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the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special 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 and Class G Certificate.


 


“Subordinate Companion Holder”:
The holder of any of the AB Subordinate Companion Loans.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special 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, the 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 Special Servicer, as the case may be, and any Sub-Servicer relating to
servicing and administration of Mortgage Loans 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, 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, 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), 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;


 



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(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;


 


(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 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


 



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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, together with any and all other information, reports or returns that may be required to be furnished to the
Certificateholders or the Retained Interest Owner 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).


 


“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 2017-GS5”.


 


“Trust Fund”: The
corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement (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 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


 



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revenues received in respect of any REO Property (to the extent of the Trust’s interest therein);
(v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (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 (to the extent of the Trust’s interest
therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s
interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account), the Retained Interest Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such Retained 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; and (xii) 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.


 


“Trustee”: Wells
Fargo Bank, 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.


 


“UCC”: The Uniform
Commercial Code, as enacted in each applicable state.


 


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Goldman Sachs & Co., Academy Securities, Inc. and Drexel Hamilton, LLC.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United States Securities
Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 



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“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance
hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)
and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or
the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


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


 


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


 


“Upper-Tier REMIC Distribution
Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained by
the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 


“U.S. Dollars” or
“$”: Lawful money of the United States of America.


 


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


 


“U.S. Industrial Portfolio
Mortgage Loan”: With respect to the U.S. Industrial Portfolio Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory note A-3, and is pari
passu in right of payment with the U.S. Industrial Portfolio Pari Passu Companion Loans to the extent set forth in the related
Co-Lender Agreement.


 


“U.S. Industrial Portfolio
Mortgaged Property”: The Mortgaged Property which secures the U.S. Industrial Portfolio Whole Loan.


 



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“U.S. Industrial Portfolio
Pari Passu Companion Loans”: With respect to the U.S. Industrial Portfolio Whole Loan, the Companion Loans evidenced
by the related promissory notes A-1, A-2 and A-4 made by the related Mortgagor and secured by the Mortgage on the U.S. Industrial
Portfolio Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment to the U.S.
Industrial Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the U.S. Industrial
Portfolio Co-Lender Agreement.


 


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


 


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


 


“VNDO Trust 2016-350P Trust
and Servicing Agreement”: The trust and servicing agreement, dated as of December 6, 2016, among GS Mortgage Securities
Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, AEGON USA
Realty Advisors, LLC, as special servicer, and Wells Fargo Bank, National Association, as certificate administrator and trustee,
as from time to time amended, supplemented or modified relating to the issuance of the VNDO Trust 2016-350P, Commercial Mortgage
Pass-Through Certificates, Series 2016-350P.


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates and the Retained Interest that is allocated to any Certificate or the
Retained Interest. At all times during the term of this Agreement, the Voting Rights shall be allocated among the various Classes
of Certificateholders and the Retained Interest Owner as follows: (i) 0.97% in the case of the Class X Certificates (allocated
pro rata, based upon their respective Notional Amounts as of the date of determination), (ii) 2.70% in the case of the Retained
Interest (and solely in connection with any vote for purposes of determining whether to remove the 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 Retained Interest Balance for Appraisal Reduction Amounts allocated to the Retained Interest pursuant to Section 4.05(a)
hereof) and (iii) in the case of any Principal Balance Certificates, a percentage equal to the product of 96.33% 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 Special Servicer pursuant to Section 7.01(d) or the 


 



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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 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 plus the Retained Interest Balance, as applicable,
(and solely in connection with any vote for purposes of determining whether to remove the 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 will
not be entitled to any Voting Rights.


 


“Weighted Average Net Mortgage
Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage
Rates in effect for the Mortgage Loans (including the related REO Loans) as of their respective Due Dates in the month preceding
the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately
following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


 


“Whole Loan”: Any
of the 350 Park Avenue Whole Loan, the Lafayette Centre Whole Loan, the U.S. Industrial Portfolio Whole Loan, the GSK R&D Centre
Whole Loan, the Ericsson North American HQ Whole Loan, the Pentagon Center Whole Loan,  the Simon Premium Outlets Whole Loan,
the AMA Plaza Whole Loan or the 225 Bush Street Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed Reimbursement
Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan on or
before the date such Mortgage 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 becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest
thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That
any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”: The
fee paid to the 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


 



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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.


 


“YM Group”: YM Group A
or YM Group B, as applicable.


 


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


 


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


 


Section 1.02     Certain Calculations. Unless otherwise specified herein,
for purposes of determining amounts with respect to the Certificates and the Retained Interest and the rights and obligations of
the parties hereto, the following provisions shall apply:


 



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(i)          All
calculations of interest (other than as provided in the related Mortgage Loan documents) 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 Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates and
the Retained Interest, Principal Prepayments with respect to any Mortgage Loan, 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, on which interest accrues.


 


(iii)        Any
reference to the Certificate Balance of any Class of Principal Balance Certificates or the Retained Interest Balance of the Retained
Interest on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates
or the Retained Interest Balance on such Distribution Date after giving effect to (a) any distributions made on such Distribution
Date pursuant to Section 4.01(a) and (b), (b) any Realized Losses allocated to such Class of Principal Balance
Certificates or any Retained Interest Realized Losses allocated to the Retained Interest, as applicable, on that Distribution Date
pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans, of Nonrecoverable Advances (plus interest
thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction
of the Certificate Principal Distribution Amount or the Retained Interest Principal Distribution Amount, which recoveries are allocated
to such Class of Principal Balance Certificates and the Retained Interest, and added to the Certificate Balance or the Retained
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, Mortgaged Property or REO Property (including
for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Mortgage Loan documents
or, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on
a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Mortgage Loan, by the Special Servicer, the highest
of (x) the rate determined by the Master Servicer or the 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


 



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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 RETAINED INTEREST


 


Section 2.01     Conveyance of Mortgage
Loans. (a)  The Depositor, concurrently
with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust 2017-GS5,
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 Retained
Interest Owner all the right, title and interest of the Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3,
4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the
foregoing, 7, 11, 12, 13, 14, 16, 17, 18 and 23 of 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 Retained Interest Owner. Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage
Loans on or before the Cut-Off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to
the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer
of the Mortgage Loans and the 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, 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 Special Servicer;
provided, however, that copies of any document in the Mortgage File that also constitutes a Designated Servicing
Document shall be delivered to the Master Servicer (other than with respect to the Non-Serviced Mortgage Loans) on or before the
Closing Date. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer shall
be liable for any failure by the Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the
Mortgage Loan Purchase Agreement and this Section


 



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2.01(b). Notwithstanding anything herein to the contrary, with respect
to letters of credit (exclusive of those relating to Non-Serviced Mortgage Loans), the Mortgage Loan Seller shall deliver to the
Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the Mortgage Loan
Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the
Trustee (in care of the Master Servicer) for the benefit of the Certificateholders and the Retained Interest Owner and, if applicable,
the related Serviced Companion Noteholder, that may be required in order for the Master Servicer to draw on such letter of credit
on behalf of the Trustee for the benefit of the Certificateholders and the Retained Interest Owner and, if applicable, the related
Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents) 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 and the Retained Interest Owner
and, if applicable, the related Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related
Mortgage Loan documents, the Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of
such assignment or amendment documents if the Mortgage Loan Seller has submitted the originals to the related issuer of such letter
of credit for processing) to the Master Servicer within 90 days of the Closing Date. The Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trustee for the benefit of the Certificateholders and the Retained Interest Owner and, if applicable,
the related Serviced Companion Noteholder, and shall cooperate with the reasonable requests of the Master Servicer or the Special
Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of
credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of
the Certificateholders and the Retained Interest Owner and, if applicable, the related Serviced Companion Noteholder.


 


After the Depositor’s transfer
of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent
with the Trust’s ownership of the Mortgage Loans.


 


With respect to any Mortgage Loan secured
by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the 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 Retained Interest Owner 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 Retained Interest Owner, 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


 



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comfort letter (or
any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice
or request to the Custodian (who shall include such document in the related Mortgage File), the Master Servicer and the Special
Servicer, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter) and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original
of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage
File.


 


(c)        The
Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement that,
except with respect to any Non-Serviced Mortgage Loan, it shall cause AMO to record and file at the Mortgage Loan 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 (exclusive
of the Non-Serviced Mortgage Loans), that if it cannot deliver or cause to be delivered the documents and/or instruments referred
to in clauses (2), (3), (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


 



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Mortgage Loan Seller shall record or file, or cause AMO to record or file, or with respect to any assignments
the Custodian has agreed to file as described above, to deliver to the Custodian the substitute or corrected document. The Custodian
shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate.


 


(d)        In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered
and deposited) with the Master Servicer within five (5) Business Days after the Closing Date, (i) a copy of the Mortgage File,
(ii) all documents and records not otherwise required to be contained in the Mortgage File that (A) relate to the origination
and/or servicing and administration of the Mortgage Loans (other than the Non-Serviced Mortgage Loan) or the related Serviced Companion
Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset
summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates)
and the Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans and the Serviced
Companion Loans or holders of interests therein and (C) are in the possession or under the control of the Mortgage Loan Seller,
and (iii) all unapplied Escrow Payments and reserve funds in the possession or under the control of the Mortgage Loan Seller that
relate to the Mortgage Loans or any related Serviced Companion Loans, together with a statement indicating which Escrow Payments
and reserve funds are allocable to each Mortgage Loan or to the Serviced Companion Loans, provided that copies of any document
in the Mortgage File and any other document, record or item referred to above in this sentence that constitutes a Designated Servicing
Document shall be delivered to the Master Servicer on or before the Closing Date; provided, further, that the Mortgage
Loan Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due
diligence analyses or data or internal worksheets, memoranda, communications or evaluations. In addition, attached as Exhibit H
to this Agreement is the Supplemental Servicer Schedule. The Master Servicer shall hold all such documents, records and funds on
behalf of the Trustee in trust for the benefit of the Certificateholders and the Retained Interest Owner (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.


 



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(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; 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 Servicer, 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 Additional File in EDGAR-Compatible Format and the Annex A-1 in EDGAR-Compatible Format to the Prospectus to
the Master Servicer at NoticeAdmin@midlandls.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


 



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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 all documents delivered to it that constitute portions of the related Mortgage Files
(to the extent such documents constituting the Mortgage Files are actually delivered to the Trustee or Custodian) and (ii) all
other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares
that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans
and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in
trust for the exclusive use and benefit of all present and future Certificateholders and the Retained Interest Owner 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, (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.


 


(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), the Custodian shall review the documents delivered to it with
respect to each Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d)
of this Agreement and the terms of the Mortgage Loan Purchase Agreement, certify in writing (substantially in the form of Exhibit Q
to


 



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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 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 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 (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)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the
Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6) of the definition
of “Mortgage File” if the original of such document is not in the Custodian’s possession because it has not been
returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this Section 2.02(b)
should indicate the absence of such original. If the Custodian’s obligation to deliver the certifications contemplated in
this subsection terminates because two years have elapsed since the Closing Date, the Custodian shall deliver a comparable certification
to any party hereto, the Companion Holder and any Underwriter and any Initial Purchaser on request.


 


(c)        It
is acknowledged that none of the Trustee, the Master Servicer, the 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 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.


 



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(e)        If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the
Master Servicer (if it constitutes part of the Servicing File).


 


Section 2.03     Representations,
Warranties and Covenants of the Depositor; Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans 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 all the transactions contemplated hereby, including, but not limited to, the power and authority
to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(ii)        Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder,
by considerations of public policy;


 


(iii)       Neither
the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor
the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect
to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the
provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result
in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental
body, which has not been obtained or made by the Depositor, except where, in any of the instances contemplated by


 



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clause (A)
above or this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any
transactions contemplated by this Agreement;


 


(iv)       There
is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened
against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which could
be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor to
carry out the transactions contemplated by this Agreement;


 


(v)        The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(vi)       No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)      Immediately
prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders and the Retained Interest
Owner pursuant to this Agreement, the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred
to it by the 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 (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 (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 Retained Interest Owner 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 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 (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


 



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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 any related
REO Property) or the interests of the Certificateholders and the Retained Interest Owner therein or causes any Mortgage Loan to
fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material Document Defect” or
such Breach shall constitute a “Material Breach”; 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 Special Servicer (with respect to Specially Serviced Mortgage Loans) shall determine,
with respect to any affected Mortgage Loan or REO Loan, whether a Document Defect or a Breach is a Material Defect. The Master
Servicer or the Special Servicer may (but will not be obligated to) consult with the Master Servicer or the 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 Enforcing Servicer 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) (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, 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 Special Servicer, the Operating Advisor and the Certificate Administrator setting forth the reasons
such Material Defect was not cured within the Initial Cure Period and what actions the


 



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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 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 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 is to be substituted for, the Master Servicer shall designate the Collection Account
as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis. 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 being repurchased or replaced, and received by the Master Servicer or the Special Servicer on behalf of the Trust,
after the related Cut-off Date through, but not including, the related date of repurchase or substitution, shall be part of the
Trust Fund. 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 being repurchased or replaced and
received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution,
shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related
repurchase or substitution 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, makes a cash payment pursuant to
an agreement or a settlement between the Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially Serviced Mortgage
Loans) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) on behalf of the Trust (and in each case, with
respect to any Mortgage 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, 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 Special


 



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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 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-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
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 Special Servicer to the extent set forth in Section 3.19 in order to permit the 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 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. If such Loss of Value Payment
is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders, the Retained Interest Owner
and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise
cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the Mortgage Loan Seller and the Master Servicer
(in the case of Non-Specially Serviced Mortgage Loans) or the 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 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), (ii) such Loss of Value Payment shall not be greater
than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting
a Qualified Mortgage 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 Retained Interest Owner in connection with a material breach of any representation or warranty or a
material document defect with respect to any Mortgage Loan. None of the Depositor, the Underwriters, the Master Servicer, the Special
Servicer the Trustee, the Certificate Administrator or any other person will be obligated to repurchase or replace any affected
Mortgage 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 Special Servicer or the Depositor
receives (i) a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging
a Document Defect or Breach (any such request or demand, a “15Ga-1 Repurchase Request”) or


 



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(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 Special Servicer receives a Repurchase Communication that any Mortgage 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 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 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 Special Servicer with respect to a 15Ga-1 Repurchase
Request, a statement as to whether the 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 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 2017-GS5 Commercial Mortgage Pass-Through Certificates, Series 2017-GS5,
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 Special Servicer pursuant to the foregoing provisions of this paragraph,
the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such 15Ga-1 Repurchase Request,


 



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Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with the notice procedures
set forth in the preceding paragraphs of this Section 2.03(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 the 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), (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 shall be deemed a
Material Document Defect; provided, however, that no Document Defect (except a deemed Material


 



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Document Defect described
above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists
is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan,
defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the Mortgage 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 pursuant to this
Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall
each tender to the 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 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 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 Retained Interest Owner 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 by the related Mortgage Loan Seller as contemplated by this Section 2.03,
the Mortgage Loan Seller will be required to deliver to the Custodian the Mortgage File and to the Master Servicer all Escrow Payments
and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect that
such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified Substitute Mortgage
Loan” in this Agreement.


 


(e)        The
Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, the Retained Interest Owner, or
the Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with
respect to any Mortgage Loan.


 



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(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 Special Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set
forth in the Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral
but each will be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans,
including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as
such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral.
If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the
Mortgage


 



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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 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 be repurchased by the Mortgage Loan Seller alleging the existence of a Material
Defect with respect to such Mortgage 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 Special Servicer, and the Enforcing
Servicer, shall 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)(i) shall apply.


 


(ii)        In
the event that the Depositor, the Master Servicer, the 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, that
party shall deliver prompt written notice of such Material Defect to each other party to this Agreement, identifying the applicable
Mortgage 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
Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Mortgage Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action
Notice”) to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with
respect to such Repurchase Request, along with the Servicing File and all information, documents 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


 



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burden or expense, and reasonably requested by the 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, the 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 (whether the Repurchase Request
was initiated by an Initial Requesting Holder or by a party to this Agreement), the Enforcing Servicer will be required to send
a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Holder, if any, at the address specified
in the Initial Requesting Holder’s Repurchase Request, and to the Certificate Administrator, who shall make such notice available
to all other Certificateholders, Certificate Owners and the Retained Interest Owner (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 Special Servicer and (for so long as no Consultation Termination Event has
occurred) the Directing Holder regarding any Proposed Course of Action. Such notice shall include (a) a request to the Certificateholders
and the Retained Interest Owner to indicate their agreement with or dissent from such Proposed Course of Action by clearly marking
“agree” or “disagree” to the Proposed Course of Action on such notice within 30 days of the date of such
notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement
that in the event any Certificateholder or the Retained Interest Owner 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 or the Retained
Interest Owner 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 Principal Balance and Retained Interest Balance, of the responding Certificateholders and, if applicable,
the Retained Interest Owner that involves referring the matter to mediation or arbitration, as the case may be, (c) a statement
that responding Certificateholders and, if applicable, the Retained Interest Owner 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 and,
if applicable, the Retained Interest Owner to send their responses to the Enforcing Servicer and the Certificate Administrator.
The Certificate Administrator shall, within three (3) Business Days after the expiration of the 30-day response period, tabulate
the responses received from the Certificateholders and the Retained Interest Owner 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 or the Retained Interest Owner agrees or disagrees with the Proposed Course
of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders or the Retained
Interest Owner 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 and Retained Interest Owner
responses of “agree” or “disagree” to the Proposed Course of Action,


 



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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 Principal Balance and Retained Interest Balance,
of the responding Certificateholders and Retained Interest Owner. 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, Certificate
Owner or the Retained Interest 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, Certificate Owner or the Retained Interest 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, Certificate Owner or the
Retained Interest Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election
Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation or arbitration. In the event any Certificateholder, Certificate Owner or the Retained Interest Owner delivers
a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders,
Certificate Owners or the Retained Interest Owner supporting the Enforcing Servicer’s initial Proposed Course of Action indicating
a recommendation to undertake mediation or arbitration, such responses shall be considered Preliminary Dispute Resolution Election
Notices supporting the Proposed Course of Action for purposes of determining the course of action proposed by the majority, by
Certificate Principal Balance and Retained Interest Balance, of Certificateholders and the Retained Interest Owner.


 


(ii)        If
neither the Initial Requesting Holder, if any, nor any other Certificateholder, Certificate Owner or the Retained Interest Owner
delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder, Certificate
Owner or the Retained Interest 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 any, or (b) any other Certificateholder, Certificate Owner or the Retained Interest Owner (each of clauses
(a) or (b), a “Requesting Holder”), the Enforcing Servicer will be required to 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


 



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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, Certificate Owner or the Retained Interest 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, Certificate Owner or the Retained Interest 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, the
Retained Interest Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known
to such party at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website
and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause
(ii), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party obligated and
entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights against the Mortgage
Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(j) will not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to


 



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the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders and the Retained
Interest Owner 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, the Depositor, the Mortgage Loan
Seller and any of their respective Affiliates shall not be entitled to be an Initial Requesting Holder or a Requesting Holder.


 


(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.


 


(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


 



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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 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


 



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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 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.


 



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(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 Retained Interest Owner 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 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. The Trustee hereby acknowledges the
assignment to it of the Mortgage Loans 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. Concurrently with


 



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such assignment and delivery, and in exchange
for the Mortgage Loans and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee
(i) acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor in exchange
for the Mortgage Loans; (ii)  acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC; and (iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it
has caused the Certificate Administrator to issue the Class UR Interest and the Retained Interest 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 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 Retained Interest evidencing the entire beneficial ownership of the Upper-Tier
REMIC (and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).


 


Article
III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01     The Master Servicer
to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion
Loans and REO Properties. (a) Each
of the Master Servicer and Special Servicer shall diligently service and administer the applicable Mortgage Loans (other than any
Non-Serviced Mortgage Loan), any related Serviced Companion Loans 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 Retained Interest Owner and, in the case of the Serviced Companion Loans, the Companion Holders
and the Trustee (as holder of the Lower-Tier Regular Interests), 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 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 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 the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions.
The Special Servicer shall be the Special Servicer with respect to all the Mortgage Loans, any Serviced Companion Loan and other
related assets in the Trust and, as such, shall service and administer such Mortgage Loans, any Serviced Companion Loan and such
other assets as shall be required of the Special Servicer hereunder and under any related Co-Lender Agreement. For purposes of
this Agreement and any references to the duties and obligations of the Special Servicer, any


 



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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 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 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 the 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 the Special Servicer,
as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the
case may be, with a view to the (A) the timely recovery of all payments or principal and interest under the Mortgage Loans or Serviced
Whole Loans or (B) in the case of a Specially Serviced Mortgage Loan or an REO Property, maximization of timely recovery of principal
and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests
of the Trust and the Certificateholders and the Retained Interest Owner (as a collective whole as if such Certificateholders and
the Retained Interest Owner constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the
Certificateholders, the Retained Interest Owner and any related Companion Holder (as a collective whole as if such Certificateholders,
the Retained Interest Owner 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 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 Special Servicer, as the
case may be, or any Affiliate of the Master Servicer or the 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 Special Servicer or any Affiliate of the Master Servicer or the 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 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 Special Servicer,
as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the 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 Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer
or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a mortgage loan
seller (if the


 



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Master Servicer or the 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 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 Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other than
the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred and
is continuing (each, a “Specially Serviced Mortgage Loan”) or as otherwise provided herein with respect to Non-Specially
Serviced Mortgage Loans in connection with any Major Decision or Special Servicer Decision and (ii) any REO Properties (other
than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make
all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced
Mortgage Loans, except for the reports specified herein as prepared by the 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 Special Servicer to provide sufficient information to the Master Servicer
to comply with such duties or failure by the 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 Special Servicer, in its capacity
as a Special Servicer, of its duties under this Agreement. The 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 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 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 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 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 the Special Servicer (including with respect
to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued


 



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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 Retained Interest Owner 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 Servicer for the reason that any recovery to the Certificateholders
or the Retained Interest Owner in respect of a Mortgage Loan at any time after a determination of present value recovery is less
than the amount reflected in such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Co-Lender Agreement, if applicable, and applicable
law, the Master Servicer and the Special Servicer 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 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 Retained Interest Owner 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 Special
Servicer (with respect to Specially Serviced Mortgage Loans) shall provide to the Mortgagor related to such Mortgage Loans 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 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 the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master
Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit R attached hereto (or
such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other
documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its
servicing and administrative duties hereunder; provided, however,


 



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that the Trustee shall not be held responsible
or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any
such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary,
the Master Servicer or the 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 Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the 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 the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to
filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master
Servicer’s or the Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the
intent to cause, and that actually causes, the Trustee to be 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)
(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) (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) (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.


 



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(d)        The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)        The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)         Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the Mortgage Loan Seller pursuant
to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having
a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
for the benefit of the Certificateholders and the Retained Interest Owner 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 Special Servicer shall service the related
Mortgage Loan for the benefit of the Certificateholders and the Retained Interest Owner. 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 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


 



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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
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to a Co-Lender Agreement in the future, it shall, subject to Section 3.19, use
commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the 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 the 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 Servicer 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


 



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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 Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Co-Lender Agreement and the
rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related Non-Serviced
Pooling Agreement. The Master Servicer (or, with respect to any Specially Serviced Mortgage Loan, the 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 Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the 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 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 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


 



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Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to such Other Securitization.


 


(o)       To
the extent required under the any Mortgage Loan documents, the Master Servicer shall, on behalf of the related lender, maintain
a Note register for the related Mortgage Loan or Whole Loan, as applicable, in accordance with such Mortgage Loan documents.


 


Section 3.02     Collection of Mortgage
Loan Payments. (a)  Each
of the Master Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms
and provisions of the Mortgage Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, that
the Master Servicer or the 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 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 the 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 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 the 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
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 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


 



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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) 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;


 


fifth, as a recovery of (i)
accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts and
(ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have not been allocated
as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth, as a recovery of amounts
to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance
premiums and similar items relating to such Mortgage Loan;


 


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


 


eighth, as a recovery of any
yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;


 


ninth, as a recovery of any
late payment charges and default interest then due and owing under such Mortgage Loan;


 



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tenth, as a recovery of any
assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh, as a recovery of any
other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating
Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting
Fees); and


 


twelfth, as a recovery of any
remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


 


provided that to the extent required under the
REMIC provisions of the Code, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan)
in the manner permitted by such REMIC provisions; provided, further, that if a Non-Serviced Mortgage Loan and any
related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts
with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Co-Lender Agreement and
Non-Serviced Pooling Agreement, in that order; provided, further, that with respect to each Mortgage Loan related
to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan, shall be allocated first pursuant
to the terms of the related Co-Lender Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be
subject to application as described above.


 


(ii)       Liquidation
Proceeds in respect of each Mortgage Loan or REO Loan (in the case of an REO Loan, exclusive of amounts payable to any applicable
Companion Loan pursuant to the terms of the related Co-Lender Agreement) shall be applied in the following order of priority:


 


first, as a recovery of any
unreimbursed Advances (including any Workout- Delayed Reimbursement Amount) with respect to the related Mortgage Loan and interest
at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect to the
related Mortgage Loan;


 


second, as a recovery of Nonrecoverable
Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed
from principal collections on the Mortgage Loans (as described in the first proviso in the definition of 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) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the applicable


 



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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);


 


provided that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Co-Lender Agreement
and Non-Serviced Pooling Agreement, in that order; provided, further, that with respect to each Mortgage Loan related
to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan, shall be allocated first pursuant
to the terms of the related Co-Lender Agreement and then, any amounts allocated to the related Serviced Mortgage Loan, shall be
subject to application as described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 



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(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)       With
respect to any Mortgage Loan 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, 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.


 


(e)       (A)
Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of notice
by the Certificate Administrator of the related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole Loan,
the Certificate Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced
Master Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating
that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master
Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case
may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Co-Lender
Agreement and the related Non-Serviced Pooling Agreement and (B) notice of any subsequent change in the identity of the Master
Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” under each Co-Lender Agreement
(together with the relevant contact information (to the extent the Certificate Administrator has received notice of such event
and the relevant contact information)). The Master Servicer shall, within two (2) Business Days of receipt of properly identified
and available funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage
Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03     Collection of Taxes,
Assessments and Similar Items; Servicing Accounts. (a) The
Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all
Escrow Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan
documents and, if applicable, the Companion Loan documents, as the case may be. Any Servicing Account related to a Serviced Whole
Loan, shall be held for the benefit of the Certificateholders and the Retained Interest Owner 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


 



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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 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
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 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 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 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


 



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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 Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, has received confirmation that such item has not been paid or the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The 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 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 Special Servicer, in which case the Special Servicer shall remit such Property Protection Advances
to the ultimate payees. The 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 Special Servicer may make a
Property Protection Advance. Within five (5) Business Days of making such a Property Protection Advance, the Special Servicer shall
deliver to the Master Servicer request for reimbursement for such Property Protection Advance, along with all information and documentation
in the 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 the Special Servicer
for any unreimbursed Property Protection Advances (other than Nonrecoverable Property Protection Advances which shall be reimbursed
from the Collection Account) made by the 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 the Special Servicer. Upon the Master Servicer’s
reimbursement to the Special Servicer of any Property Protection Advance and payment to the


 



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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 the 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 the Special Servicer did.


 


Any request by the Special Servicer
that the Master Servicer make a Property Protection Advance shall be deemed to be a determination by the 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 Special Servicer
shall report to the Master Servicer if the Special Servicer determines any 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 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 the 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 Retained Interest Owner, 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 Servicer 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 Special Servicer out of its own funds
for, or to make at the direction of the Special Servicer, any Property Protection Advance if the Master Servicer determines in
its reasonable judgment that such Property Protection Advance, although


 



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not characterized by the Special Servicer as a Nonrecoverable
Property Protection Advance, is in fact a Nonrecoverable Property Protection Advance. The Master Servicer shall notify the Special
Servicer in writing of such determination and, if applicable, such Nonrecoverable Property Protection Advance shall be reimbursed
to the 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 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 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 Serviced Mortgage Loans or REO Loans, the 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 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 Retained Interest Owner, 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 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 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


 



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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 the 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, 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 Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section 3.04    The Collection Account,
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Serviced Whole Loan Custodial Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained Interest Gain-on-Sale Reserve 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 Yield Maintenance Charges and
Default Interest;


 



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(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 Special Servicer the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are received
in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the Mortgage Loan Seller,
which shall 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 the 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 the 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 Special Servicer as additional servicing compensation.


 



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Upon receipt of any of the foregoing
amounts in clauses (i) through (iv) above with respect to any Specially Serviced Mortgage Loans, the 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 Special Servicer with respect to an REO Property
shall be deposited by the 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 Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the
Master Servicer shall be located at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master
Servicer shall give notice to the Trustee, the Special Servicer the Certificate Administrator and the Depositor of the new location
of the Collection Account prior to any change thereof.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account (if established) in trust for the benefit of the Certificateholders
and the Retained Interest Owner, (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders
and (iii) the Retained Interest Gain-on-Sale Reserve Account (if established) in trust for the benefit of the Retained Interest
Owner. The Master Servicer shall deliver to the Certificate Administrator each month on or before the Master Servicer Remittance
Date therein, for deposit in the Lower-Tier REMIC Distribution Account, that portion of the 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 Available Funds) for the related Distribution Date.


 


With respect to each Companion Loan
(excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Serviced Whole Loan Custodial
Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held for the benefit
of the related Companion Holder and shall, within 2 Business Days following receipt of available and properly identified funds,
deposit in the Serviced Whole Loan Custodial Account any and all amounts received by the Companion Paying Agent that are required
by the terms of this Agreement or the applicable Co-Lender Agreement to be deposited therein; provided, however,
that the Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with respect to such
Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent each month, on or before the Master Servicer
Remittance Date therein, for deposit in the Serviced Whole Loan Custodial Account, an aggregate amount of immediately available
funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of available funds, equal to the amount
to be distributed to the related Companion Holder pursuant to the 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


 



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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 Serviced Whole Loan Custodial Account, and, if established,
the Gain-on-Sale Reserve Account and the Retained 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 pursuant to this Section 3.04, the Master Servicer shall, as
and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account
or the REMIC Distribution Account, as applicable:


 


(i)         any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)        any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer the Holders of the Controlling Class or the Holders of the
Class R Certificates in connection with the purchase of all of the Mortgage Loans and 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, actually collected; and


 


(v)       any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account 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 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 


 



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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 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 or, if established, the Gain-on-Sale Reserve Account or the Retained Interest Gain-on-Sale Reserve Account, shall not be
invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however,
that if, at any time, Wells Fargo Bank, National Association is no longer the Certificate Administrator, such funds may be invested
and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Permitted Investments selected by
the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which
will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall
not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the
name of “[name of successor certificate administrator], as Certificate Administrator, for the benefit of Wells Fargo Bank,
National Association, as Trustee for the Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5 as their interests may appear”, or in the name of any successor trustee, as Trustee for
the Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 as
their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the 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 Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account shall be located at the


 



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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 Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account and, if established, the Gain-on-Sale Reserve Account and the Retained Interest Gain-on-Sale Reserve
Account, prior to any change thereof.


 


For the avoidance of doubt, the Collection
Account (other than the Serviced Whole Loan Custodial Account, if it is a sub-account of the Collection Account), the Lower-Tier
REMIC Distribution Account, the Gain-on-Sale Reserve Account, Retained 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 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, each for federal income
tax purposes.


 


(c)       [Reserved].


 


(d)       [Reserved].


 


(e)       The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Certificateholders and (ii) the Retained
Interest Gain-on-Sale Reserve Account for the benefit of the Retained Interest Owner. Each of the Gain-on-Sale Reserve Account
and the Retained 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 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 Non-Retained Interest Percentage
of such Gain-on-Sale Proceeds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account and (ii) the Retained
Interest Percentage of such Gain-on-Sale Proceeds to the Certificate Administrator for deposit into the Retained 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 Non-Retained Interest Percentage of such
Non-Serviced Gain-on-Sale Proceeds for deposit into the Gain-on-Sale Reserve Account and (ii) the Retained Interest Percentage
of such Non-Serviced Gain-on-Sale Proceeds for deposit into the Retained Interest Gain-on-Sale Reserve Account.


 



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(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 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 Retained Interest
Owner, 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 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. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out
of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by
the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a
Mortgage Loan Seller as distributions by the Trust to the Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve
Fund. The Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes,
and shall be taxable on all income earned thereon.


 


Section 3.05     Permitted Withdrawals
from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account. (a)  The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Serviced Whole Loan Custodial Account that may be a subaccount of the Collection Account) for any of the
following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


 


(i)         (A)
no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account and the amounts required to be remitted pursuant to the first paragraph
of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant
to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Serviced Whole Loan
Custodial Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)        (A)  to
pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank, National
Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer, any such interest
pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced
Mortgage Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A)
with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Mortgage Loan or REO Loan, as applicable,
being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form
of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues,


 



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Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay
the 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 the 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 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), 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), as applicable,
being limited to amounts received on or in respect of such Mortgage Loan, (whether in the form of payments, P&I Advances (solely
with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to pay the Asset Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect of
each Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan (in each case, other than (i) any related Companion Loan and (ii)
the Pentagon Center Whole Loan), as applicable, the Asset Representations Reviewer’s right to payment of the Asset Representations
Reviewer Fee pursuant to this clause (ii)(D)(1) with respect to any Mortgage Loan, Specially Serviced Mortgage Loan
or REO Loan (in each case, other than (i) any related Companion Loan and (ii) the Pentagon Center Whole Loan), as applicable, being
limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances, Liquidation
Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Mortgage Loan or REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, or (2) (to the
extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in connection
with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which


 



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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, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which
any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Property Protection Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion
Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan, and 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;


 



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(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Property Protection Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the
general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above;
(provided that, in case of such reimbursement of a Nonrecoverable Property Protection Advance relating to a Serviced Whole
Loan related thereto, such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances, or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then from the AB Mortgage Loan (and
any Pari Passu Companion Loans, on a pro rata basis) and provided, further, that, in case of such reimbursement
with respect to Nonrecoverable Property Protection Advances relating to a Serviced Whole Loan, such reimbursement shall be made
as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account; provided, further, that with respect to a Serviced Mortgage Loan,
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 (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), 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


 



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such other servicing party, as applicable, any interest accrued and
payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Property Protection
Advances (including any such Property Protection Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the 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 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 (ii) with respect
to a Serviced AB Whole Loan, first, 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 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, 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, that represents such expense in accordance with
clause (iv) of the definition of Purchase Price;


 


(viii)     to
reimburse itself or the 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 or REO Loan, and then out of general collections on the Mortgage
Loans 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, 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
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 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, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant
to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans
and (B) to reimburse or pay any party to this Agreement any unpaid expenses specifically reimbursable from the Collection Account
under this Agreement;


 


(xiii)      to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and the Retained Interest Owner 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 pro rata basis) (provided that, with respect to any AB Subordinate
Companion Loan, the


 



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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 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 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, 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


 


(xxiii)    to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 



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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
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 the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator describing the item and amount to which the 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 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 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.


 


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(d) 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(d) 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 the 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 the 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 the 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 Retained Interest Owner, 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 Servicer 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)          [Reserved].


 


(d)          The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)           to
make distributions to Certificateholders holding Regular Certificates and Class R Certificates (in respect of the Class UR
Interest), the Retained Interest Owner in respect of the Retained Interest 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 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 or any related Serviced
REO Property, then the Special Servicer shall promptly (provided that, (1) with respect to clause (iv) below,
the 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 the 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 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 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 Retained Interest Realized Losses, as applicable, that are attributable to such Mortgage
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 or any related successor REO Loan;


 


(iv)         following
the occurrence of a Liquidation Event with respect to such Mortgage 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 or Serviced REO Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage 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
Retained Interest Realized Losses, as applicable, that are attributable to such Mortgage 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 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 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 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).


 


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”), the 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


 



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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 Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such) for the benefit of
the Certificateholders and the Retained Interest Owner. 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 Special
Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for
the 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 the 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 Special Servicer (in the case of the
applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the 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 Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)          Interest
and investment income realized on funds deposited in the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to the
current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case


 



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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 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 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 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 Special
Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the
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 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 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 the 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 Special Servicer, as applicable). If the Mortgagor does not so maintain such
insurance coverage, subject to its recoverability


 



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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 the 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 the 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 the 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 the 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, the 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, 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 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 Special Servicer with respect to the Risk
Retention Consultation Party pursuant to Section 6.08(a) 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 the 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 Special Servicer as provided in the third-to-last
sentence of this paragraph, the 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 the Special Servicer determines ((i) unless a Control Termination Event has occurred and is continuing and after
consultation by the Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a) 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 the Special Servicer’s determination. All Insurance Policies
maintained by the Master Servicer or the 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


 



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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 the 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 Retained Interest Owner, 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 Special Servicer in maintaining any such
Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO
Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the
Master Servicer as a Property Protection Advance (so long as such Advance would not be a Nonrecoverable Advance and if such
Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The foregoing
provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will
not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such
insurance was required at the time of origination of the related Mortgage Loan and is currently available at commercially
reasonable rates.


 


Notwithstanding the foregoing, with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require
the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or
(y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks
as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, the Master Servicer will be required to, consistent with the Servicing


 



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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 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 the Special Servicer determines
in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the 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. The 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, the 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 Special Servicer is evaluating the availability of such insurance or waiting for a response
from the Directing Holder or to consult with the Risk Retention Consultation Party pursuant to Section 6.08(a), neither
the Master Servicer nor the 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 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 the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the 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 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


 



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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 Retained
Interest Owner, claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy.
The 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 the 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 the 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 the 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 the 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 the 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.


 


(c)          Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions Insurance Policy with a Qualified Insurer
covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf of
the Master Servicer and the 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 Special Servicer
under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required
by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The 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,


 



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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.


 


(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 Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the 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 Risk Retention Consultation Party pursuant to Section 6.08(a) (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
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 Special Servicer (or its immediate or remote parent), as applicable, is rated
no lower than “A-” as rated by Fitch or “A3” as rated by Moody’s, the Master Servicer (or its public
parent) or the 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”


 



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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 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 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 Special Servicer to the extent such action is a Major Decision or Special Servicer Decision), on behalf
of the Trustee as the mortgagee of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan
or Serviced Companion Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to any sale
or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that,
(i) with respect to such consent or waiver of rights that is a Major Decision, prior to itself taking such an action, shall obtain
prior to the occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent) of the Directing
Holder (or (A) after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination
Event and (B) other than with respect to any applicable Excluded Loan, upon consultation with the Directing Holder pursuant to
Section 6.08(a) hereof, which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected
to by the Directing Holder) of the Master Servicer’s or the 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, or (D) 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


 



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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 the 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 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 Special Servicer, as the case may be, shall (if not
already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


If any Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan
may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer,
with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), related Serviced Companion Loans,
on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions
have been satisfied, or, with respect to any Mortgage Loan which does not allow the mortgagee discretion in approving a transfer
or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied,
the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such
conditions have been satisfied.


 


Upon receiving a request for any matter
described in this Section 3.08(a) that constitutes a Special Servicer Decision or a Major Decision (except with regard to
the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable) with respect
to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall forward such request to the Special Servicer and, unless
the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request or if otherwise
provided herein, the 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 



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Major Decision, the Master Servicer shall process the related request
and shall have no obligation to obtain the consent of or consult with the Special Servicer, Directing 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 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 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 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 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 Special Servicer
has obtained the prior written consent (or deemed consent) of the Directing Holder (or after the occurrence and continuance of
a Control Termination Event, but prior to a Consultation Termination Event and other than with respect to an applicable Excluded
Loan, upon consultation with the Directing Holder), which consent shall be deemed given ten (10) Business Days after receipt by
the Directing Holder of the Master Servicer’s or the 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,
or (F)


 



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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 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 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 Special Servicer shall (if not already provided in accordance with Section
3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion
Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


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 Special Servicer shall use reasonable efforts to make the related Mortgagor
bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor
shall be advanced as a Property Protection Advance.


 


If any Mortgage Loan or related Companion
Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee
provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction of such
conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the 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.


 






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Upon receiving a request for any matter
described in this Section 3.08(b) that constitutes a Special Servicer Decision or a Major Decision (except with regard to
the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable) with respect
to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall forward such request to the Special Servicer and, unless
the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, or if otherwise
provided herein, the Special Servicer shall process such request and the Master Servicer shall have no further obligation with
respect to such request or the related Special Servicer Decision or Major Decision. If such action with respect to a Non-Specially
Serviced Mortgage Loan is not a Special Servicer Decision or a Major Decision, the Master Servicer shall process the related request
and shall have no obligation to obtain the consent of or consult with the Special Servicer, Directing 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
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the 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 Special
Servicer. The Special Servicer shall, subject to


 



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subsections (b) through (d) of this Section 3.09, Section
3.24, subject to the Directing Holders’ and the 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
applicable Special Servicer the applicable shall not be required to make a Property Protection Advance and expend funds
toward the restoration of such property unless the 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 Retained
Interest Owner after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such
Property Protection Advance, and the Master Servicer or the Special Servicer has not determined that such Property Protection
Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses
incurred by the 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 the 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 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 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 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)          The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)          the
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.


 






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(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the 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 Retained Interest Owner 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 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 Retained Interest Owner, as a collective whole as if such Certificateholders, the Retained Interest
Owner and, if applicable, Companion Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged
Property in compliance with such laws, and


 


(ii)          there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders) and the Retained Interest Owner, as a collective whole as
if such Certificateholders, the Retained Interest Owner and, if applicable, Companion Holders constituted a single lender, to take
such actions with respect to the affected Mortgaged Property.


 


The cost of any such Environmental
Assessment shall be paid by the Master Servicer as a Property Protection Advance and the cost of any remedial, corrective or other
further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by
the Master Servicer as a Property Protection Advance, unless it is a Nonrecoverable Property Protection Advance (in which case
it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related
Co-Lender Agreement by the Master Servicer from the Collection Account, including from the Serviced Whole Loan Custodial Account
(such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan));
and if any such Environmental Assessment so warrants, the 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


 



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Loans, the Master
Servicer and, with respect to Specially Serviced Mortgage Loans, the 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 Retained Interest Owner 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 Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding
to acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Holder and after consultation
with the Risk Retention Consultation Party pursuant to Section 6.08(a) (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 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 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 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 or the Retained Interest Owner). 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 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)          The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Holder and the 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


 



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any actions taken by the 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 by the Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property.


 


(f)           The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)          The
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)          The
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 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 the receipt by the Master Servicer or the 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
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 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 Special Servicer, as the case may be;


 



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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 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 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 Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of
a Serviced Whole Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection
with such liquidation which are required to be deposited into the Collection Account (including amounts related to the related
Companion Loan) pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an
REO Property, a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the 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 Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the 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 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.


 






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(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, 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


 



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Major Decision or a Special Servicer Decision and 50% of Excess
Modification Fees related to any modifications, waivers, extensions or amendments of any Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any related Serviced Companion Loans that are not Specially Serviced Mortgage Loans to the extent no prohibited
by the related Co-Lender Agreement and that involve one or more Major Decisions or Special Servicer Decisions; (ii) 100% of
all assumption application fees received on any Mortgage Loans, 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 Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of
assumption, waiver, consent and earnout fees, review fees and similar fees pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related
Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement) which do not involve a Major Decision
or a Special Servicer Decision; (iv) 50% of all assumption, waiver, consent and earnout fees, review fees and similar fees (other
than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially
Serviced Mortgage Loan (including any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement)
which involve a Major Decision or Special Servicer Decision (whether or not processed by the Special Servicer) and only to the
extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid and (v) 50% of all fees (other
than assumption application fees) related to Major Decisions and Special Servicer Decisions with respect to the Non-Specially Serviced
Mortgage Loans regardless of whether the Master Servicer or the Special Servicer processes such Major Decision or Special Servicer
Decision. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation (other than with respect
to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection
with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each
case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection
Account or the Serviced Whole Loan Custodial Account pursuant to Section 3.04(a) or Section 3.04(b), respectively.
In addition, the Master Servicer shall also be entitled to retain as additional servicing compensation (other than with respect
to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees
are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. Subject
to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the
Trust Fund in the Collection Account or the Serviced Whole Loan Custodial Account in accordance with Section 3.06(b) (but
only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior
Distribution Date to and including the Master Servicer Remittance Date related to the current Distribution Date), (iii) interest
or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan
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 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


 



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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 Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the 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 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
Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced
or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s
portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the 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 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, the 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. The Special Servicing Fee shall be payable monthly, on a


 



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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 Special Servicer’s responsibilities
and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to
a Non-Serviced Mortgage Loan.


 


(c)          Additional
servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions
or amendments of any Specially Serviced Mortgage Loans that involve one or more Major Decision or Special Servicer Decisions, (ii) 100%
of all assumption application fees received on any Mortgage Loans and any related Serviced Companion Loan (to the extent not prohibited
by the related Co-Lender Agreement), only for which the Special Servicer is processing the underlying assumption related transaction,
(iii) 100% of all assumption fees and other related fees received on any Specially Serviced Mortgage Loans, (iv) 100% of waiver,
consent and earnout fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with
this Agreement on the Specially Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor and (v) 50%
of all Excess Modification Fees and assumption, and consent fees pursuant to Section 3.08 or Section 3.18 and 50%
of all earnout fees, review fees and similar fees received with respect to all Mortgage Loans (including any related Serviced Companion
Loan to the extent not prohibited by the related Co-Lender Agreement) (excluding any Non-Serviced Mortgage Loan) that are not Specially
Serviced Mortgage Loans that involve one or more Major Decisions or Special Servicer Decisions, shall be promptly paid to the 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 Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund
in the applicable REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the Master
Servicer Remittance Date related to such Distribution Date). In addition, each Specific Servicer shall also be entitled to retain
as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection
with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only
to the extent actually paid by the related Mortgagor. The 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 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 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 Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan)
to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection
on such Corrected Loan from which fee would otherwise be payable until an amount equal to


 



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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. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced
Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any
and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the
time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes
a Specially Serviced Mortgage Loan. If a Special Servicer resigns or is terminated (other than for cause), it will receive any
Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had determined
to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special
Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become
a Corrected 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. The Special Servicer will not 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 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 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, the 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), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The 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 Special Servicer shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.


 


(d)          In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate


 



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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 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 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 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 Servicer shall be distributed between the Master Servicer and the
Special Servicer, on a pro rata basis, based on the Master Servicer’s and the Special Servicer’s respective
entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect
to any Companion Loan will be allocated pursuant to the applicable Co-Lender Agreement after payment of all related Advances and
interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If a Servicing Shift Whole Loan becomes
a Specially Serviced Mortgage Loan prior to the applicable Servicing Shift Securitization Date, the Special Servicer shall service
and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced
Mortgage Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced
Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable
Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and
obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Mortgage Loan on the applicable Servicing Shift Securitization
Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing
Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift
Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect
to such Servicing Shift Whole Loan.


 






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If a Servicing Shift Whole Loan is
being specially serviced on the Servicing Shift Securitization Date, the Special Servicer shall be entitled to compensation for
the period during which it acted as Special Servicer with respect to such Whole Loan, including its share of any liquidation or
workout fees and any additional servicing compensation as well as all surviving indemnity and other rights in respect of such special
servicing role under this Agreement.


 


(e)          With
respect to each Distribution Date, the 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 Special
Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the 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)           The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual Property
Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient
funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in
accordance with Section 3.05(a)(xv) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12      Inspections;
Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense), or shall cause
to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan or a Specially Serviced Mortgage Loan) with a Stated Principal Balance of
(i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every
twenty-four (24) months, in each case, commencing in the calendar year 2018 (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
Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a


 



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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 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
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 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 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 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
the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Holder ((i) prior to the
occurrence and continuance of a Control Termination Event and (ii) other than with respect to any applicable Excluded Loan),
any related Serviced Pari Passu Companion Noteholder, the Certificate Administrator and to the Trustee within five (5)
Business Days after completion of such report. Within five (5) Business Days after request for copies of such reports by the
Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in
electronic format) of each such report prepared by the 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


 



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request to each
Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          The
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 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 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 Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt,
and the Master Servicer shall make available on its website copies of all the foregoing items so collected to the Trustee, the
Certificate Administrator, the Directing Holder and the Depositor, in electronic format, in each case within thirty (30) days of
its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing June 30,
2017. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or
the 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 Special Servicer, as applicable, shall deliver, upon
request of any Rating Agency, copies of all the foregoing items so collected thereby to the 17g-5 Information Provider pursuant
to Section 3.13(c).


 


Within thirty (30) days after receipt
by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans, or the 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 June 30, 2017 and the calendar year ending December 31, 2017 with respect to any
Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within thirty (30) days after receipt,
such Master Servicer or applicable Special Servicer, as applicable, shall, based upon such operating statements or rent rolls received,
prepare (or, if previously prepared, update) the analysis of operations and the CREFC® NOI Adjustment Worksheet
and the CREFC® Operating Statement Analysis Report; provided that any such CREFC® Operating
Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet shall not be required to be prepared or updated
with respect to year-end or the first calendar quarter of each year to the extent provided by the then current CREFC®
Investor Reporting Package. Upon the occurrence and continuation of a Servicing Transfer Event, the Master Servicer shall provide
the 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 Special Servicer’s
obligations hereunder shall be subject to its


 



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having received all such reports. The Master Servicer and applicable Special Servicer
shall forward, upon request, to the other and (prior to the occurrence of a Consultation Termination Event) the Directing Holder
electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month.


 


All CREFC® Operating
Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained by the Master Servicer with
respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property (other than any Non-Serviced
Mortgaged Property), and the Master Servicer shall forward copies 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 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 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, the 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 Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special
Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Mortgage Loan Status Report, (ii) a CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a
CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC®
Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent
rolls submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning April 2017, the Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has


 



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received the CREFC® Special
Servicer Loan File at the time required, the most recent CREFC® Delinquent Mortgage Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the 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 Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the Master Servicer
Remittance Date beginning April 2017, 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 Special Servicer. Not later than 2:00 p.m. (New York City
time) two (2) Business Days prior to the Distribution Date beginning April 2017, 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 Loan 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 January 2017, the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master 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 5:00 p.m. (New York City time) on the Master Servicer Remittance Date, the
Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.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


 



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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 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)          The
Special Servicer shall deliver to the Master Servicer the reports and information required of the 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 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 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 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 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 Special Servicer’s failure to timely
provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)           Notwithstanding
the foregoing, however, the failure of the Master Servicer or the 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 the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the 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 the Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and
the Servicing Standard. The Master Servicer or the 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).


 






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(g)          Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the 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 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 the 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 Special Servicer, as the case may be. The Master Servicer or the 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 Servicer 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 the Retained 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 the Retained 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 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, the Special Servicer or the
Certificate Administrator shall be permitted to require payment (other than from the Directing Holder and the Trustee and the
Certificate Administrator on its own behalf or on behalf of the Certificateholders and the Retained Interest Owner, 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 the 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 Servicer 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


 



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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 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 the 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 the 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 the 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.


 


Upon the reasonable request of any
Certificateholder or the Retained 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, the Retained 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) obtained by the Master Servicer; provided that, in connection with such request, the Master Servicer may require a
written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that such Person will keep such information confidential and shall use such information only
for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder, the Retained 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.


 






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(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
the Mortgage Loan Purchase Agreement, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)            The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)          the
Prospectus and any other disclosure document relating to the Offered Certificates, 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®
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;


 






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(iv)     The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)          summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, 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 Retained Interest 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 the Special Servicer delivered
pursuant to Section 7.01;


 


(E)           any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders or the Retained Interest Owner 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);


 






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(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 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 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 the 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;


 


(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)           the
“Investor Q&A Forum” pursuant to Section 4.07(a); and


 






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(V)           solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b);


 


(vi)         subject
to Section 3.32(b), the following “risk retention special notices”, if any, shall also be posted to the “Risk
Retention” tab on the Certificate Administrator’s Website:


 


(A)           the
disclosure required pursuant to Section 244.4(c)(1)(ii) of the Credit Risk Retention Rules; 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
post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable
to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the
Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing, all
Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party.


 


Any Person (other than the Directing
Holder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution
Date Statements and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan
Purchase Agreement and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing Holder or
a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the
Master Servicer, the Special Servicer the Operating Advisor, the Certificate Administrator and the Trustee in physical form of
an investor certification substantially in the form 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


 



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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 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 shall
be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer,
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 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 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 becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in
the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling
Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in the form
of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing
the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s
Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access
has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form
of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling
Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website.
With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master
Servicer, the 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 Servicer, 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 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 that it has become an Excluded Controlling Class
Holder. None of the Master Servicer, the Special


 



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Servicer, 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 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 Servicer, 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 of an investor
certification substantially in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class
Holder. To the extent the Directing Holder or a Controlling Class Certificateholder receives access pursuant to this
Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information, such Directing Holder or Controlling Class Certificateholder shall be deemed to have agreed that
it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party,
(B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Holder or
Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and
appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


To the extent the Risk Retention Consultation
Party or the Retained Interest Owner receives access pursuant to this Agreement to any information solely related to a Mortgage
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 Special Servicer or any Excluded
Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the 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 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 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 the Retained
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 the Retained
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


 




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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 and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing access
to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate
Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 


(c)          The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “GSMS 2017-GS5” 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 Special Servicer under Section 3.19(d);


 


(iii)         any
notice of final payment on the Certificates or the Retained Interest;


 


(iv)         any
environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)          any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 






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(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 Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)         any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)        any
notice of a Servicer Termination Event or termination of the Master Servicer or the 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 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


 



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 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)        any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information shall be
made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be posted
on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time, or, if
received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided, however,
that any information delivered pursuant to Section 3.15(d) shall be posted in accordance with Section 3.15(d). The
17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being
delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to
be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the
17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely
by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website
to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable.
Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit
P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating
Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider
on the same Business Day, provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day,
or if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information
to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing
“GSMS 2017-GS5” 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


 



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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 2017-GS5” 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.


 


(d)          The
Master Servicer or the 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 Special Servicer, as applicable, shall not send such information directly to the Rating Agencies
until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information Provider’s
Website.


 


(e)          Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Moody’s
Analytics, CMBS.com, Inc., BlackRock Financial Management Inc., Markit Group Limited and Thomson Reuters Corporation) at the direction
of the Depositor which may be in the form of a standing order, and providing such information shall not constitute a breach of
this Agreement by the Certificate Administrator. Such information will be made available to such third parties upon receipt of
a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate
Administrator’s Website.


 


(f)           Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise


 



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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 Servicer shall be entitled to (i) indicate the source of such
information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient
of such information (A) except for the Depositor and the 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 Special Servicer’s website, and
(B) acknowledge that the Master Servicer or the 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 Special
Servicer’s website, the Master Servicer and the 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 the Retained Interest Owner the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable,
shall be: (i) in the case of a Certificateholder or the Retained Interest Owner, an Investor Certification executed by the
requesting Person indicating that such Person is a Holder of Certificates or the Retained Interest Owner and will keep such information
confidential (except that such Certificateholder or the Retained 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 the Retained 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 the
Retained Interest Owner, the Investor Certification shall be executed and delivered by both the investment advisor and such current
or prospective Certificateholder or the Retained Interest Owner.


 


Neither the Master Servicer nor the
Special Servicer 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 Servicer shall be


 



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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 Special Servicer, as the case may be.


 


(g)          The
Master Servicer, the Special Servicer, 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 Servicer, 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 Party
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 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 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 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 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
the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, 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


 



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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 Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14      Title to REO
Property; REO Account. (a)  If title to any Mortgaged Property is acquired (and thus becomes REO Property), the
deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and
consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the
Certificateholders and the Retained Interest Owner 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. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion
Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust
acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes
of Section 860G(a)(8) of the Code, unless such Special Servicer either (i) applies for an extension of time no
later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period
provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO
Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the
Certificate Administrator an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator, to the effect that
the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which
acquisition occurred will not cause an Adverse REMIC Event to occur. If the 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, the Special Servicer shall sell such
REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be.
Any expense incurred by the Special Servicer in connection with its 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)          The
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 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 Retained Interest Owner 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 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


 



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invested in Permitted Investments
in accordance with Section 3.06. The 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
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 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 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 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 the Special Servicer on the day the Master Servicer receives
the written accounting as provided in the previous sentence.


 


(d)          The
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).


 


Section 3.15      Management of
REO Property. (a)  If title to any REO Property is acquired, the 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 Retained Interest Owner and the related Companion Holders, and the Trustee (as holder of the
Lower-Tier 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 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 Retained Interest Owner (and,
in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the


 



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Lower-Tier
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 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 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 Retained Interest Owner 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 Special Servicer shall deposit or cause to be deposited on a
daily basis (and in no event later than one (1) Business Day following receipt of such properly identified funds) in the
applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall
withdraw from the applicable REO Account, to the extent of amounts on deposit therein with respect to such REO Property,
funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without
limitation:


 


(i)           all
insurance premiums due and payable in respect of such REO Property;


 


(ii)          all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)         any
ground rents in respect of such REO Property, if applicable; and


 


(iv)         all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts on deposit
in the applicable REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the 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 Special
Servicer, the Depositor, 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) such advances would, if made, constitute
Nonrecoverable Property Protection Advances.


 


(b)          Without
limiting the generality of the foregoing, the 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;


 






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(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 became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the 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 Special Servicer may take such actions
as are specified in such Opinion of Counsel.


 


(c)          The
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 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 Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


 


(v)          the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The Special Servicer shall be entitled
to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder
for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.


 






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(d)       When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with 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 Special Servicer shall order (but shall not be required to have received)
an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted
Mortgage Loan in accordance with the Servicing Standard; provided, however, that if the Special Servicer is
then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the 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 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 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 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 Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Mortgage Loan on behalf of the Certificateholders and the Retained Interest Owner
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 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


 



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the Certificateholders and the Retained
Interest Owner or, in the case of a Serviced Pari Passu Whole Loan, Certificateholders, the Retained Interest Owner and any holder
of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders, the Retained Interest Owner
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 Special Servicer for the Non-Serviced Whole Loan,
the Special Servicer will be entitled to sell (with respect to any Mortgage Loan other than an 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 Risk Retention Consultation Party pursuant to Section 6.08(a)) 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 Retained Interest
Owner, the 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 Controlling Class Representative
and the 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 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 Special Servicer for such price),
the Special Servicer shall, subject to subclause (B) below, accept the highest offer received from any Person that
is determined by the 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 Special Servicer and received by
the Trustee (or ordered by the Trustee if the 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


 



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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, that has been selected with
reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be paid in advance of any such determination, from the offering Interested
Person and the 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 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
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any Mortgage
Loan other than an applicable Excluded Loan, in consultation with the Directing Holder (unless a Consultation Termination Event
exists), the Risk Retention Consultation Party subject to the limitations on consultation set forth in Section 6.08(a) 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 and the Retained Interest Owner 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 Retained Interest Owner 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 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, the Retained Interest Owner 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 Retained Interest
Owner 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


 



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obligations, or the terms offered by the prospective buyer making the lower offer
are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special
Servicer. The Special Servicer shall use reasonable efforts to sell all Specially Serviced Mortgage Loans prior to the Rated Final
Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the
extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


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


 


(b)          (i)  (A)  The
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 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 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.
The 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 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 the 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 Special Servicer or an Affiliate of the Special Servicer, or an employee
of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale
a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage
agreement entered into at arm’s length.


 


(B)           In
the absence of any such offer as set forth in subclause (A) above, the 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
the 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)           The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders, the Retained Interest Owner 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, the 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 Retained Interest Owner 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 Special Servicer or a Person that is an Affiliate of the 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 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 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 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 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 Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and


 



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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 Servicer, the Depositor, the Certificate Administrator, the Operating Advisor nor the
Trustee shall have any liability to the Trust or any Certificateholder, the Retained Interest Owner or related Companion Holder
(if applicable) with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          Any
sale of a Defaulted Mortgage Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Co-Lender Agreement and this Agreement, if
the related Serviced Pari Passu Whole Loan becomes a defaulted loan, and if the 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 Special Servicer
shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require
that all offers be submitted to the 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 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 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 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 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 Special Servicer
in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will
be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates
shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan,
the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with
respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or


 



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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 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 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 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 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 the Special Servicer shall exercise such right.


 


Section 3.17      Additional
Obligations of Master Servicer and Special Servicer. (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) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each


 



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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.


 


(b)          The
Master Servicer or the 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.


 


(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, 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 shall further be
authorized to wait for principal collections on the Mortgage Loans, 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


 



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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 Retained
Interest Owner to the detriment of other Classes of Certificateholders shall not, with respect to the Master Servicer or the 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 Retained Interest Owner 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 Retained Interest Owner. Nothing herein shall be deemed to create in
the Certificateholders or the Retained Interest Owner a right to prior payment of distributions over the Master Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders, the Retained Interest Owner 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 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).


 


(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


 



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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 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 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 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 Special
Servicer, as the case may be, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant
to the terms of the related Co-Lender Agreement) with respect to which the matter involves a Special Servicer Decision (other
than the items listed in clause (iv)(A) and clause (iv)(B) of Special Servicer Decisions, which the
Master Servicer will process, subject to special servicer consent or deemed consent as provided in this Agreement) or a Major
Decision, and (ii) the Master Servicer will be responsible for processing waivers, modifications, amendments and consents
with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially
Serviced Mortgage Loan and does not involve a Special Servicer Decision (other than the items listed in clause (iv)(A)
and clause (iv)(B) of Special Servicer Decisions, which the Master Servicer will process, subject to Special Servicer
consent or deemed consent as provided in this Agreement) or a Major Decision. Further, the Master Servicer shall not modify,
waive or amend the terms of a Non-Specially Serviced Mortgage Loan and/or Companion Loan (that constitutes a Major Decision)
without the prior written consent of the 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 the 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 the Special Servicer in order to grant or withhold such consent); provided that such consent shall be deemed given
(unless earlier objected to by the Special Servicer) within ten (10) Business Days of the 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
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


 



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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 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 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, (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 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 the related Co-Lender Agreement, and subject to the 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 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 Special Servicer and the Special Servicer
shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer
shall (subject to the consent (or deemed consent) of the Special Servicer) process such request. If the Master Servicer and the
Special Servicer mutually agree that the Master Servicer shall (subject to the consent (or deemed consent) of the Special Servicer)
process a request with respect to a Major Decision or Special Servicer Decision and the Master Servicer is recommending approval
of such request, the Master


 



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Servicer shall prepare and submit its written analysis and recommendation to the Special Servicer with
all information in the possession of the Master Servicer that the Special Servicer may reasonably request in order to withhold
or grant its consent, and in all cases the Special Servicer shall be entitled (subject to any applicable consultation rights of
the Operating Advisor or any applicable consent or consultation rights of the Controlling Class Representative or any applicable
consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative (as applicable)) to approve
or disapprove any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision.
In addition, the Master Servicer will be required to provide the 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 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 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 Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers
such Rating Agency Confirmation to the Directing Holder and the 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 Special Servicer, as the case may be, may obtain and
rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon receiving a request for any matter
described in this Section 3.18(a) that constitutes a Special Servicer Decision or a Major Decision (without regard to the
first proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable) with
respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall forward such request to the Special Servicer and,
unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special
Servicer shall process such request and the Master Servicer shall have no further obligation with respect to such request or the
related Special Servicer Decision or Major Decision.


 


(b)          If
the 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


 



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collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Mortgage Loan with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced
by an Officer’s Certificate of the 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 Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced Mortgage Loan, subject to (x) the
provisions of this Section 3.18(b) and Section 3.18(c), (y) with respect to any Major Decision, with respect
to any Mortgage 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 the Risk Retention
Consultation Party as provided in Section 6.08; provided that with respect to any Serviced AB Whole Loan, prior to
the occurrence and continuance of a related AB Control Appraisal Period, the approval of the holder of the related AB Subordinate
Companion Loan, will be required to the extent set forth in the related Co-Lender Agreement and the Directing Holder shall have
no consent or consultation rights and the 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 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 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 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 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,


 



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exclude the value of personal
property and going concern value, if any, as determined by an appropriate third party.


 


The 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 five (5) years prior to the Rated Final Distribution Date and (b) if such Specially
Serviced Mortgage Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring
twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the
ground lease and (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 Risk
Retention Consultation Party pursuant to Section 6.08(a) (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 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 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 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 Special Servicer may waive the payment of any Yield Maintenance Charge or the requirement that any prepayment of a Mortgage
Loan be made on a Due Date, or if not made on a Due Date, be


 



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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 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 the Special Servicer’s, as the case may be, discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to the Master Servicer or the 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 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 Special Servicer, as the case may be, and the
related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the 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 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 Risk Retention Consultation Party (other than with respect to any applicable Excluded Loan), the applicable Companion Holder,
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 Special Servicer (and the 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) and the Risk Retention Consultation Party (other than with respect to an applicable
Excluded Loan), the applicable Companion Holder 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 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 Special Servicer’s, as the case may be, delivery
of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward
a copy thereof to each Holder of a Certificate (other than the Class R Certificates) upon request. With respect to the


 



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processing
of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer
(if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before
the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business Days immediately following
the Master Servicer or the 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 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 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 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 Special Servicer’s portion of any Modification
Fees or waiver fees in connection with a defeasance that the 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 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
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Mortgaged Property; provided, however, that, to the extent
consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay
the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a
successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan
documents and, if applicable, Companion Loan documents the Master Servicer shall use its reasonable efforts to require the related
Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor Mortgagor, and
(vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master
Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25); provided, further, however, that no such confirmation from any Rating Agency
shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U
hereto for any Mortgage Loan 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 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 “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 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 defeasance transaction contemplated in the second sentence of (h), the Special Servicer shall not approve any such modification,
waiver or amendment or consent thereto without first having received a


 



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copy of an Opinion of Counsel addressed to the 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 Servicer; 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 Special Servicer, as the case may be, shall promptly give
notice to the Master Servicer or the 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 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 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 Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix)
or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the
Special Servicer of such Servicing Transfer Event when the 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 the 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 Special Servicer, or by the 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 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 Special Servicer shall immediately give
notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder 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 Special Servicer) and upon giving such notice, and returning


 



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such Mortgage File and Servicing File to the Master
Servicer, the 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 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 the Special Servicer with any information in its possession with respect to such records to enable
the 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 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 will be required to prepare one or more additional Asset Status Reports with respect to any such Specially Serviced 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
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 Loan might be return 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 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 applicable Excluded Loan, only after
the occurrence and continuance of an Operating Advisor Consultation Event), the Controlling Class Representative (only in the case
of an Asset Status Report relating to any Serviced AB Whole Loan, and only for so long as no Consultation Termination Event has
occurred and is continuing), 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


 



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such report on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced Companion
Loan, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of
such Other Securitization into which the related Serviced Companion Loan has been sold or to the related Companion Holder. Such
Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information that
was delivered to the 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 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 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 Special Servicer in connection with the proposed or taken actions;


 


(v)          the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Mortgage Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)         a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)        the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(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 Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


 






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(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 Special Servicer together with an
explanation of those adjustments; and


 


(x)           such
other information as the 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 Special
Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Holder (communicated
to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders and the Retained
Interest Owner, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or
the terms of the applicable 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 Special Servicer has not made the affirmative determination described above, the
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, 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
other than an applicable Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the 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 Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in
the best interests of the Certificateholders and the Retained Interest Owner; 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 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 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


 






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related
to the Controlling Class Representative (regardless of whether a an Operating Advisor Consultation Event has occurred and is continuing),
the 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 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.


 


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 Special Servicer, shall (a) require or cause the Special Servicer to
violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of this Agreement, including the Special
Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC,
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 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 Special Servicer’s, Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


 


Prior to an Operating Advisor Consultation
Event, the Special Servicer will be required to deliver each Final Asset Status Report to the Operating advisor during the Directing
Holder Approval Process.


 


During the continuance of an Operating
Advisor Consultation Event, the Operating Advisor shall provide comments to the 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 Retained Interest Owner, as a collective whole. The Special Servicer
shall consider such alternative courses of action, if any, and any other feedback provided by the Operating Advisor (and if no
Consultation Termination Event has, the Directing Holder) in connection with the Special Servicer’s preparation of any Asset
Status Report that is provided while an Operating Advisor Consultation Event has occurred and is continuing. The Special Servicer
shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor
(and if no Consultation Termination Event has occurred, the Directing Holder), to the extent the 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 Retained Interest Owner as a collective whole
(or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders, the Retained Interest Owner 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 Special Servicer shall deliver to the Operating Advisor and the Directing
Holder the revised Asset Status Report (until


 






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


 


After the occurrence 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 Special Servicer (telephonically or electronically) 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 Special
Servicer with respect to Asset Status Reports and the 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
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 Special Servicer shall implement
the Final Asset Status Report.


 


Notwithstanding the foregoing, with
respect to a Serviced Subordinate Companion Loan, the 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, the Controlling Class Representative will have no
approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report
shall be as set forth in the related Co-Lender Agreement.


 


(e)           (i)  Upon
receiving notice of the occurrence of the events described in clause (v) and (vii) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the 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 Special Servicer pursuant to clause (i) above.


 






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(f)           Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any applicable Excluded Loan),
the 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), 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 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 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 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 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 Retained Interest Owner pursuant
to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b)
notwithstanding such disapproval. The 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 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, 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 the Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


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


 






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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 Retained Interest Owner and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular
Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer, as applicable, any
successor master servicer or any Certificateholder or the Retained 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 pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage
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 unless and to the extent the Master Servicer is permitted hereunder to modify such Mortgage 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 serviced thereunder
at the time such Mortgage 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


 






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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 Special Servicer, the Trustee and the Depositor (and the 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 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
Retained Interest Owner, shall (at no expense to the Trustee, the Certificateholders, the Retained Interest Owner 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 Retained
Interest Owner in accordance with the terms of the related Sub-Servicing Agreement.


 






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(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 Special Servicer, holders of the Companion Loans serviced hereunder, the Certificateholders
and the Retained Interest Owner 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 for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from
its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)           The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of
the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the 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


 






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would
be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant to the terms hereof.


 


(i)           Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents without the consent of the Master Servicer. The Master Servicer’s consent may also be required for certain other
servicing decisions as provided in the related Sub-Servicing Agreement.


 


Section 3.21      Interest Reserve
Account. (a)  On
the Master Servicer Remittance Date occurring in each February and in any January that occurs in a year that is not a leap year
(in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect
of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest
on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month
in which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)          On
each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22      Directing Holder
and Operating Advisor Contact with Master Servicer and Special Servicer.


 


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 Servicer 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 Special Servicer only), regarding
the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the 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 Party; Certain Rights and Powers of Directing Holder
and Risk Retention Consultation Party. (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 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 Special Servicer, the Certificate Administrator, the Trustee and the Operating


 






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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 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 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, the 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 the existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall 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.


 


(b)          Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) and
the Retained Interest Owner 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 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 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 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 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 Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate
Owner, if applicable) and the Retained Interest Owner shall be entitled to rely on such selection unless the Retained Interest
Owner shall have


 






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notified
the Master Servicer, the Special Servicer, 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 Servicer, 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 Party.


 


(d)          In
the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the 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 the Special Servicer, as applicable, then until
such time as the new Directing Holder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may be.


 


(e)           Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, 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 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,
the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. 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 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 Servicer, 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 Party.


 


(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 Retained
Interest Owner; (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


 






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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) the Risk Retention Consultation Party may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation
Party may act solely in the interest of the Retained Interest Owner; (iii) the Risk Retention Consultation Party does not
have any liability or duties to the Certificateholders; (iv) the Risk Retention Consultation Party may take actions that favor
interests of the Certificateholders of one or more classes or the Retained Interest Owner over the interests of the Certificateholders
of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability whatsoever
(other than to the Retained Interest Owner) for having so acted as set forth in clauses (i) through (iv) above,
and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer,
employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)           All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Holder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable; provided,
however, that 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 Servicer, 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 Party 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 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 Special Servicer, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)            At
any time when the Class F Certificates are the Controlling Class Certificates, the holder of more than 50% of the Controlling
Class Certificates (by


 






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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 Servicer and the Operating Advisor.
Any such waiver will remain effective with respect to such holder and the Class F Certificates until such time as that Certificateholder
has (i) sold a majority of the Class F Certificates (by Certificate Balance) to an unaffiliated third party and (ii) certified
to the depositor, the certificate administrator, the trustee, the Master Servicer, the Special Servicer and the operating advisor
that (a) the Transferor retains no direct or indirect voting rights with respect to the Class F Certificates that it does not
own, (b) there is no voting agreement between the Transferee and the Transferor and (c) the Transferor retains no direct or indirect
economic interest in the Class F Certificates. Following any such transfer, the successor holder of more than 50% of the Class
F Certificateholders (by Certificate Balance), if Class F Certificates are the Controlling Class Certificates, will again
have the rights of the Controlling Class Representative as described in this prospectus supplement without regard to any prior
waiver by the predecessor Certificateholder. Such successor Certificateholder will also have the right to irrevocably waive its
right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class Representative
or cause the exercise of any of the rights of the Controlling Class Representative. No such successor Certificateholder described
above in this paragraph will have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage
Loan prior to its acquisition of a majority of the Class F Certificates that had not also become a Corrected Loan prior to such
acquisition until such Mortgage Loan becomes a Corrected Loan.


 


Whenever such an “opt-out”
by a Controlling Class Certificateholder is in effect, a Consultation Termination Event will be deemed to have occurred and
continue; and the rights of the holder of more than 50% of the Class F Certificates (by Certificate Balance), if they are the Controlling
Class Certificates, to act as or appoint a Controlling Class Representative and the rights of the Controlling Class Representative
will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise
then be in effect).


 


(m)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer 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 Servicer 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.


 






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In the event that a Control Termination
Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination
Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25% of the Original
Certificate Balance thereof.”


 


In the event that a Control Termination
Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F Certificateholder who has become
the Controlling Class Certificateholder of its right to appoint a Controlling Class Representative or to exercise any of the
rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and
a Consultation Termination Event has occurred due to 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
F 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.”


 


The Risk Retention Consultation Party
shall not have any consultation rights with respect to any Mortgage Loan determined to be an applicable Excluded Loan as to either
such Risk Retention Consultation Party or the Retained Interest Owner. 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 Servicer 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 Servicer agrees not to take any action


 






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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 Servicer 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 Special Servicer solely with respect to the related Serviced AB Whole Loan
and shall be entitled to exercise all approval rights of the Directing Holder regarding any Asset Status Report in respect of
the Mortgage Loan or related REO Property, without regard to the occurrence of any Control Termination Event or Consultation Termination
Event with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Co-Lender Agreement.


 


(b)          Neither
the Master Servicer nor the 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 the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine
lender, neither the Master Servicer nor the 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 Special
Servicer for its own account without reimbursement. In no event shall the Master Servicer or the 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 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 the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer
or the 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.


 


(c)          No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or
the 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 the Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC,


 






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(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 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 the 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 the 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 the 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
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 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 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 Special Servicer of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Controlling Class Certificateholder or the 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


 






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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 Retained Interest Owner and the related Companion Holder. In no event shall the 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 Special Servicer
at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the 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 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 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 (other
than as set forth in clause (y) below), the requirement to obtain a Rating Agency


 






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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 Special Servicer, as the case may be, may then take such action if the Master Servicer or the 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 Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist)
if (i) it has been appointed and currently serves as a master servicer or special servicer on a transaction-level basis on a commercial
mortgage-backed securitization transaction currently rated by Moody’s that currently has securities outstanding and for
which Moody’s has not cited servicing concerns of the applicable replacement as the sole or a material factor in such rating
action or any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the
applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding
Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the
case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating
Agency or (iii)  the replacement master servicer or special servicer either (a) has a master servicer or special servicer,
as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a
significant portion of the related mortgage loans in other commercial mortgage-backed securities transactions rated by any NRSRO
and Morningstar has not, with respect to any such other commercial mortgage-backed securities transaction, qualified, downgraded
or withdrawn its rating or ratings on one or more classes of such commercial mortgage-backed securities publicly citing servicing
concerns of the applicable replacement as the sole or material factor in such rating action, if Morningstar is the non-responding
Rating Agency.


 


Any Rating Agency Confirmation request
made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the Master Servicer’s
or the 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
the 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).


 






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(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
Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)           For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          With
respect to any Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing
and administration of the related Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s)
in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any
Serviced Companion Loan Securities will be subject to, and will be deemed not to apply on or deemed to be waived on, as applicable,
the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided,
that the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward
to one or more of its counterpart (i.e., the master servicer, special servicer, trustee or certificate administrator, if
and as applicable), the Rule 17g-5 information provider for the Other Securitization Trust, or such other party or parties (as
are agreed to by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or
applicable Certificateholders, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense
of the Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format as the sender and recipient
may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business Days before
it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Depositor under this Agreement for
posting on the Depositor’s 17g-5 Website in connection with seeking the Rating Agency Confirmation(s) for the applicable
Relevant Action at approximately the same time that such materials are forwarded to the Depositor, and (iii) any other materials
that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 






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Section 3.26     The Operating Advisor. (a)  The
Operating Advisor shall promptly review (i) the actions of the Special Servicer with respect to the Mortgage Loan when it is a
Specially Serviced Loan (as provided in Section 3.19(d), Section 3.26 and Section 6.08) and during the continuance
of an Operating Advisor Consultation Event the actions of the Special Servicer with respect to Major Decisions relating to the
Mortgage Loans when they are not a Specially Serviced Loans, (ii) all information made available to Privileged Persons that are
posted on the Certificate Administrator’s Website and (iii) each Asset Status Report (during the continuance of an Operating
Advisor Consultation Event) and Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)          The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the 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
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, attestation report, Major Decision Reporting Package,
Asset Status Report (during the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and other reports
by the 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 Loan or (ii) there existed any Operating Advisor Consultation Event)
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 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
Loans) during the prior calendar year on a platform-level basis, and (b) identifies (1) which, if any, standards the Operating
Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any deviations
from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of any Specially


 






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Serviced
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 Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the
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 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 “platform-level basis”
refers to the Special Servicer’s performance of its duties with respect to the pool of Specially Serviced Loans (and, after
the occurrence and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on non-Specially Serviced
Loans) under this Agreement taking into account the Special Servicer’s specific duties under this Agreement as well as the
extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating
Advisor of any Assessment of Compliance Report, Attestation Report, Major Decision Reporting Package, Asset Status Report (during
the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and other information delivered to the
operating advisor by the Special Servicer (other than any communications between the Directing Holder and the 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 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, 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 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 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


 






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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 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 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 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 inaccuracy in the mathematical calculations or the application of
the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide
any information reasonably requested by the 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 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 Special Servicer and determine
which calculation is to apply (and shall provide prompt written notice of such determination to the Operating Advisor and the 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 specific involvement with respect to collateral
substitutions, assignments, workouts,


 






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modifications,
consents, waivers, insurance policies, mortgagor substitutions, lease changes or other similar actions that the Special Servicer
may perform under this Agreement.


 


(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 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 the Special Servicer. Each party to this Agreement that receives information that is appropriately
labeled as “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) or each REO Loan. As to each Mortgage Loan and each REO 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 or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage 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 the related Mortgage 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.


 






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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 Special Servicer, as the case may be, shall use commercially reasonable
efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor
in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master
Servicer or applicable Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard,
but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of
such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult, 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 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 Interests evidencing not less than 15% of the Voting Rights of the Non-Reduced
Interests 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 Retained Interest
Owner 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 Interests that exercise their right to vote (provided that holders of at least 50% of the Voting Rights
of the Non-Reduced Interests 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, Retained 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, Retained Interest Owner and Beneficial Owner of Certificates
may register to receive email notifications when


 






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such
notices are posted on the Certificate Administrator’s Website. The Certificate Administrator will be entitled to reimbursement
from the requesting Certificateholders and the Retained Interest Owner 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 or the Retained Interest Balance of the Retained Interest),
the Trustee shall promptly terminate the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible
Operating Advisor; provided, that no such termination shall be effective until a successor Operating Advisor has been appointed
and has assumed all of the obligations of the Operating Advisor under this Agreement. 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 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 Party, the Retained Interest Owner 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.


 






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(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 Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Controlling Class Representative and the Risk Retention Consultation Party, 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 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 Retained Interest Owner by their acceptance of their Certificates or Retained
Interest shall be deemed to have agreed, that (i) subject to Section 6.04, the Operating Advisor shall have no liability
to any Certificateholder or the Retained 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 Retained Interest
Owner, 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


 






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knowledge
as pertinent information for discussion with the Special Servicer during its periodic meetings.


 


Section 3.27     Companion Paying
Agent. (a)  With
respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion
Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.


 


(b)          No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)           In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)          This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section 3.28      Companion Register.


 


The Companion Paying Agent shall maintain
a register (the “Companion Register”) with respect to each Serviced Companion Loan on which it will record the
names and address of, and wire transfer instructions for, the Companion Holders from time to time, to the extent such information
is provided in writing to it by each Companion Holder. The initial Companion Holders, along with their respective name and address,
are listed on Exhibit S hereto. In the event a Companion Holder transfers a 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


 






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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 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 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 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 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 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 Control
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event,
shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.


 






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(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 (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, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator
for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via 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


 






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the
Master Servicer, the 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 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 or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the
Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is
not available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website 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)  The Special Servicer
(with respect to each Mortgage Loan and Serviced Whole Loan) shall in accordance with the Servicing Standard, direct, manage, prosecute
and/or defend any action brought by a Mortgagor, guarantor, other obligor on the related Note or any Affiliates thereof (each a
“Borrower-Related Party”) against the Trust (including, without limitation, any action in which both the Trust
and the Master Servicer are named), and/or the Special Servicer, and represent the interests of the Trust in any litigation relating
to a Mortgage Loan or Whole Loan, as applicable, the related Mortgaged Property or other collateral securing such Mortgage Loan
or Whole Loan, or the enforcement of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Loan-Related
Litigation”). In the event that the Master Servicer is named in any Loan-Related Litigation but the 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 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 Special Servicer is named, in
order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer
shall (i) provide quarterly (unless requested in writing from time to time on a more frequent basis) status reports to the 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 Special Servicer with respect to material decisions and material


 






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monetary
settlements related to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection
of counsel. If and/or once the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related
Litigation as provided in Section 3.31(a) above, the Master Servicer shall no longer have the reporting obligations set
forth above and the Special Servicer’s selection of counsel shall be subject to the consent of the Master Servicer which consent
shall not be unreasonably withheld, delayed or conditioned. Further, if there are claims against the Master Servicer, the Trust,
and the Special Servicer, each party at the request of the other shall enter into a joint defense agreement in accordance with
Section 3.31(h) below.


 


(c)           The
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
(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 Special Servicer; provided that the 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 Special Servicer),
and the Directing Holder (for so long as no Control Termination Event has occurred and is continuing) has not objected in writing
within five (5) Business Days of having been notified thereof and having been provided with all information that the Directing
Holder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood
and agreed that if such written objection has not been received by the 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 Special Servicer
determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders
and the Retained Interest Owner and, with respect to a Serviced Whole Loan, the related Companion Loan Holders, the Special Servicer
may take such action without waiting for the Directing Holder’s response.


 


(d)          Notwithstanding
the foregoing, neither of the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided
by the Directing Holder or the Risk Retention Consultation Party that would require or cause the Special Servicer or the Master
Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special
Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder or
the Retained 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 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 Special Servicer to represent the interests of the Trust in Loan-Related Litigation, the Master Servicer shall
retain the right at all times to make determinations in the Master Servicer’s sole discretion, relating to material and direct


 






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claims
against the Master Servicer where a settlement by the Special Servicer has not otherwise been resolved pursuant to the terms of
clause (g) below, including but not limited to the right to engage separate counsel, to make settlement decisions and to
appear in any proceeding on its own behalf. The cost related to or incurred in connection with exercising such rights shall be
subject to indemnification as and to the extent provided in this Agreement.


 


(f)           Further,
nothing in this Section shall require the Master Servicer, the 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 Special Servicer or other such party to liability, or materially expand the scope of the Master Servicer’s,
the Special Servicer or such other party’s obligations under this Agreement.


 


(g)          In
the event where the Master Servicer or the Special Servicer is a named party neither the Special Servicer nor the Master Servicer
shall settle on behalf of the other such party any Loan-Related Litigation without such other party’s consent unless: (i)
such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief on the part
of such other party and such other party is fully released, (ii) the cost of such settlement or any resulting judgment is and shall
be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (iii) such other party is and shall
be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling the
Loan-Related Litigation and for any judgment, (iv) any such action taken by the Master Servicer at the direction of the Special
Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (v) the Master Servicer
or the Special Servicer, as applicable, provides such other party with assurance reasonably satisfactory to such other party, as
to the items in clauses (i), (ii), (iii) and (iv).


 


(h)          In
the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall (i) to the extent that the Master Servicer and the Special Servicer deem it appropriate, use reasonable
efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and
the Special Servicer the rights afforded to such party in this Section 3.31.


 


(i)           This
Section shall not apply in and to the extent that the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation on
behalf of the Trust in accordance with the Servicing Standard.


 


(j)            Notwithstanding
the foregoing, (x) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate Administrator, Custodian,
Asset Representations Reviewer or Operating Advisor, in its respective individual capacity, or in the event that any judgment is
rendered against the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as applicable,
in its individual capacity, the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating Advisor,
as applicable, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and
appear in any such proceeding on its own behalf in order to


 






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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 or Mortgaged Properties, neither the Master Servicer nor the 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 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 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 Special Servicer (with respect to any material Loan-Related Litigation, with the consent or consultation of the
Directing Holder prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively)
from initiating any action, suit, litigation or proceeding in its name as representative of the Trust.


 


Notwithstanding the foregoing or anything
to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall have no force and effect
with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced or at any time during
the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC, is no longer the Special Servicer with respect to
the related Mortgage Loan or related Whole Loan or has received notice of its replacement as Special Servicer with respect to the
related Mortgage Loan or related Whole Loan whether or not such replacement is effective or (ii) the Depositor, any Sponsor, any
Mortgage Loan Seller, any Initial Purchaser, or any of their respective Affiliates is an adverse party (with respect to the Trust
or the Special Servicer) to such Loan-Related Litigation or holds any interest that is adverse to the Trust or the 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


 






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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 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 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 required to promptly notify the Retaining 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 will be required to 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.


 






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Article
IV



distributions TO CERTIFICATEHOLDERS and retained interest owner


 


Section 4.01      Distributions.


 


(a)           Distributions
of Retained 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 Retained 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 Retained Interest Owner, in respect of interest, up to an amount equal to the Retained Interest Distribution Amount for
such Distribution Date;


 


(ii)          second,
to the Retained Interest Owner, in reduction of the Retained Interest Balance, up to an amount equal to the Retained Interest Principal
Distribution Amount for such Distribution Date until the outstanding Retained Interest Balance has been reduced to zero;


 


(iii)          third,
to the Retained Interest Owner, up to an amount equal to the unreimbursed Retained Interest Realized Losses previously allocated
to the Retained Interest, plus interest on that amount equal to the Retained Interest Realized Loss Interest Distribution Amount
on such Distribution Date;


 


provided, however, that to the extent any
Retained 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 Certificate Available Funds. On each Distribution Date, to the extent of the 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(d) 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-AB Certificates, the Class X-A Certificates and the Class X-B Certificates, in respect
of


 






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interest,
up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts in respect of such
Class of Certificates for such Distribution Date;


 


(ii)          second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates, and the Class A-AB Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-AB Certificates, in an amount up to the 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 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 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 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; and (5) fifth, to the Holders of the Class A-4 Certificates,
in an amount up to the 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; and (6) sixth, to the Holders of
the Class A-AB Certificates, in an amount up to the 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-AB Certificates, without regard to the
Class A-AB Scheduled Principal Balance, has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, pro rata (based on their respective Certificate
Balances) in an amount equal to the 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 and Class A-AB Certificates is reduced
to zero;


 


(iii)         third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates and the Class A-AB Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Classes pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to each such
Class), plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 






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(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 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 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
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, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


(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 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, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


(x)           tenth,
to the Holders of the Class C Certificates and Class X-C Certificates, in respect of interest, up to an amount equal to, and
pro rata in accordance with, the Interest Distribution Amounts 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 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;


 






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(xii)         twelfth,
to the Holders of the Class C Certificates up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xiii)        thirteenth,
to the Holders of the Class D Certificates and Class X-D Certificates, in respect of interest, up to an amount equal
to, and pro rata in accordance with, the respective Interest Distribution Amounts in respect of such Class of Certificates
for such Distribution Date;


 


(xiv)         fourteenth,
after the Certificate Balances of the Class A Certificates, 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 Certificate Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates, Class B Certificates 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, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


(xvi)        sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)       seventeenth,
after the Certificate Balances of the Class A Certificates, 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 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, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


(xix)        nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xx)         twentieth,
after the Certificate Balances of the Class A Certificates, 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


 






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Certificate
Balance thereof, an amount equal to the 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, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxii)       twenty-second,
to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(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 Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the 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 Certificates has been reduced to zero;


 


(xxiv)      twenty-fourth,
to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class; and


 


(xxv)       twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the 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 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 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)          [Reserved].




 






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(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 Retained Interest Realized
Losses actually distributable to the Holders of the respective Related Certificates or the Retained Interest Owner as provided
in Section 4.01(a), Section 4.01(b), Section 4.01(d), 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 Retained Interest. On each Distribution Date, each Lower-Tier Regular
Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount
or Retained Interest Distribution Amount, as applicable, in respect of its Related Certificates or Retained Interest, plus a pro
rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2,
Class LA3, Class LA4, Class LAAB and Class LAS Lower-Tier Regular Interests, the Class X-A Certificates,
(ii) in the case of the Class LB Uncertificated Interest, the Class X-B Certificates, (iii) in the case of
the Class LC Uncertificated Interest, the Class X-C Certificates and (iv) 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 Retained Interest with respect
thereto, as adjusted for the allocation of Realized Losses and Retained Interest Realized Losses, as provided in Sections 4.04(b)
and 4.04(b). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier
Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set
forth in the Preliminary Statement hereto.


 


Any amount that remains in the Lower-Tier
REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount, and distribution
of Yield Maintenance Charges pursuant to Section 4.01(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 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.


 


(f)           (i) On
any Distribution Date, the Retained Interest Percentage of any Yield Maintenance Charge collected on the Mortgage Loans as of the
related Determination Date shall


 






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be
distributed to the Retained Interest Owner, and the Non-Retained Interest 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-AB, Class A-S and Class X-A
Certificates and (ii) the group (the “YM Group B” and collectively with the YM Group A, the
“YM Groups”) of the Class D and Class X-B Certificates, the Class B Certificates and the Class C
Certificates based upon the aggregate amount of principal distributed to the Classes of Principal Balance Certificates in each
YM Group on such Distribution Date; and (b) as among the respective Classes of Principal Balance Certificates in each YM
Group in the following manner: (1) the holders of each Class of 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 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 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 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)           After
the Distribution Date on which the Notional Amounts of the Class X-A and Class X-B Certificates and the Certificate Balances
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D
Certificates have been reduced to zero, all the Non-Retained Interest Percentage of all Yield Maintenance Charges collected with
respect to the Mortgage Loans allocated to the Certificateholders will be distributed pro rata to the Holders of the Class X-B
Certificates and the Retained Interest Percentage of all Yield Maintenance Charges and Prepayment Premiums with respect to the
Mortgage Loans shall be distributed to the Retained Interest.


 


(iii)          All
distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Regular Certificates or the Retained
Interest on each Distribution Date pursuant to Section 4.01(f)(i) 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(d) above.


 


(g)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts (i) from the 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 Regular
Certificates (in order of distribution priority) (first deeming such amounts to be


 






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distributed
with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed
allocated to them and unreimbursed after application of the Certificate Available Funds for such Distribution Date, and (ii) from
the Retained 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 Retained 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 Retained Interest Realized Losses, if any, previously deemed
allocated to the Retained Interest and unreimbursed after application of the Retained Interest Available Funds for such Distribution
Date. Amounts paid from the Gain-on-Sale Reserve Account or the Retained Interest Gain-on-Sale Reserve Account will not reduce
the Certificate Balances of the Classes of Certificates receiving such distributions or the Retained Interest Balance, as applicable.
Any amounts remaining (1) in the Gain-on-Sale Reserve Account after such distributions shall be held and applied to offset future
Realized Losses with respect to the Principal Balance Certificates and related Realized Losses in each case allocable to the Regular
Certificates and (2) in the Retained Interest Gain-on-Sale Reserve Account after such distributions shall be held and applied
to offset future Retained Interest Realized Losses with respect to the Retained Interest. Upon termination of the Trust, any amounts
remaining in the Gain-on-Sale Reserve Account and the Retained 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.


 


(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 the Retained 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


 






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Servicer,
the Special Servicer 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 the Retained Interest (determined without regard to any possible future reimbursement
of any amount of Retained Interest Realized Losses previously allocated to the Retained 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 Retained Interest
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


 


(ii)           no
interest shall accrue on such Certificates or the Retained Interest 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 Retained Interest Realized Losses previously allocated to the Regular Certificates or the
Retained Interest shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b), Section
4.01(d) or Section 4.01(e) as applicable, to the Holders of the respective Class or the Retained Interest Owner otherwise
entitled to distributions of interest and principal on such Class or the Retained Interest on the relevant Distribution Date; provided
that all distributions in reimbursement of


 






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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)           [Reserved].


 


(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


 






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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:


 


(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 Retained Interest in reduction of the Retained Interest Balance;


 


(ii)          the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, 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 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 the Special Servicer;


 


(iv)         the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, 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, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)        the
number and aggregate principal balance of the Mortgage Loans (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


 






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Determination
Date for such Distribution Date, on a loan-by-loan basis, based on the most recent Appraisal or valuation;


 


(ix)          the
Certificate Available Funds and the Retained 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;


 


(xi)          the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates and the Retained Interest allocable
(A) to Yield Maintenance Charges and (B) prepayment premiums;


 


(xii)         the
Pass-Through Rate for such Class of Certificates and the Retained Interest Rate for the Retained Interest for such Distribution
Date and the next succeeding Distribution Date;


 


(xiii)        the
Aggregate Principal Distribution Amount, the Certificate Principal Distribution Amount, the Retained Interest Principal Distribution
Amount, the Scheduled Principal Distribution Amount and the 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 Retained Interest Balance immediately
before and immediately after such Distribution Date, separately identifying any reduction therein as a result of the allocation
of any Realized Loss or Retained Interest Realized Losses, as applicable, on such Distribution Date and the aggregate amount of
all reductions as a result of allocations of Realized Losses or Retained Interest Realized Losses, as applicable, in respect of
the Principal Balance Certificates or the Retained Interest, as applicable, to date;


 


(xv)         the
Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such Distribution
Date;


 


(xvi)        the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis;


 


(xvii)       the
current Controlling Class;


 


(xviii)      the
number and related Stated Principal Balance of any Mortgage Loans 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 which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first


 






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Distribution
Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)         a
loan-by-loan listing of each Mortgage Loan 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(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 Retained Interest Owner
in reimbursement of previously allocated Realized Losses or Retained 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 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) the
amount of any Realized Loss or Retained Interest Realized Loss allocated to the Principal Balance Certificates or the Retained
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 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 Retained Interest Realized Loss, as applicable, allocated to the Principal Balance Certificates,
if applicable, and the Retained Interest, as applicable in respect of the related REO Loan in connection with that determination;


 


(xxvii)     the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 






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(xxviii)    the
then-current credit support levels for each Class of Certificates;


 


(xxix)       the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans (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 by the
Mortgage Loan Seller;


 


(xxxii)     an
itemized listing of any Disclosable Special Servicer Fees received by the 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; and


 


(xxxiii)    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.


 


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 the Retained 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 the Retained Interest Owner reasonably requests, to enable Certificateholders
and the Retained Interest Owner to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator
shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Certificate
Administrator pursuant to any requirements of the Code as from time to time are in force.


 


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.


 






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(b)          [Reserved].


 


(c)          Each
of the Master Servicer and the Special Servicer 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 the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder, the Retained Interest Owner or any prospective Certificateholder or prospective Retained
Interest Owner that has provided the Certificate Administrator, the Master Servicer or the 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 the 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 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 the 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.


 


The Special Servicer shall from time
to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information
in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be necessary for the Master Servicer
to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders and the Retained Interest Owner 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 Retained Interest Realized Losses to the Retained Interest in accordance with Section 4.04.


 


Notwithstanding the foregoing, the
failure of the Master Servicer or the 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


 






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4.02(d)
to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the
Master Servicer or the 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 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 Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master Servicer’s
or the 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 the Special Servicer’s possession, the Master Servicer or the Special Servicer,
as applicable, shall provide or make available (or forward electronically) to such Excluded Controlling Class Holder (at the expense
of such Excluded Controlling Class Holder) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account
of it constituting Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party; provided that, in connection therewith, the Master Servicer or the 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 the 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 the Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled
to conclusively rely on delivery from the Directing Holder or a Controlling


 






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Class Certificateholder,
as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such Directing Holder or Controlling
Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance
of doubt, the 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 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 (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 (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 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 for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect
to the Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master
Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any Master Servicer Remittance Date, the
Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution
Date, unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the
Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer
fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances
by 4:30 p.m., New York City time, on the related Master Servicer Remittance Date. Notwithstanding the foregoing, the portion
of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for the related Mortgage Loans
shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be
deposited into the Collection Account for payment to CREFC® on such Distribution Date.


 


(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and each Mortgage Loan, 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) and any REO Loan
(other than any portion of an REO Loan related to a 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 delinquent in respect of its Balloon Payment
as of the Master Servicer Remittance Date


 






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(including
any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related Balloon Payment would
have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the
obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a 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.


 


(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 Special
Servicer will be required to make its determination (based on information provided by the applicable Non-Serviced Master Servicer
and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be, under the applicable Non-Serviced Pooling Agreement in respect of the related Non-Serviced
Companion Loan. If the Master Servicer or the Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the 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 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 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 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.


 






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(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 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, Balloon Payment or any P&I Advance with respect to any Companion Loan
and (ii) if an Appraisal Reduction Amount has been assessed with respect to any Mortgage Loan (or, in the case of a Non-Serviced
Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced Pooling Agreement and the Master
Servicer has notice of such Appraisal Reduction Amount), the interest portion of the P&I Advance in respect of such Mortgage
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 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 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), if any, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage 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.


 


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 (i) the Non-Retained Interest 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


 






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Mortgage
Loans and any REO Loans (excluding any portion allocable to any related Companion Loan if applicable) expected to be outstanding
immediately following such Distribution Date, is less than (ii) the then aggregate Certificate Balance of the Principal Balance
Certificates after giving effect to distributions of principal on such Distribution Date (any such deficit, the “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 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 and previously resulted in a reduction of the Certificate
Principal Distribution Amount are subsequently recovered on the related Mortgage 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 sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance
Certificates.


 


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 Retained Interest Realized Losses and shall allocate such Retained Interest Realized Losses to the Retained Interest
by reducing the Retained 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 Retained Interest Principal Distribution Amount are subsequently recovered on the related Mortgage Loan ,
the amount of such recovery will be added to the Retained Interest Balance that previously were allocated Retained Interest Realized
Losses, up to the amount of the unreimbursed Retained Interest Realized Losses allocated to the Retained 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 Retained Interest Balance of the Retained Interest.


 


(b)          On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any 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 G Certificates, second, to the Class F Certificates, third,
to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates,
sixth, to the Class B Certificates; seventh, 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 and
Class A-AB 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),


 






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respectively,
and any Retained 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 and the Retained Interest for purposes of removal of the 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) will be allocated to each Class of Certificates and the Retained Interest. 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
Class G Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth,
to the Class D Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates,
seventh, to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements,
to the Senior Certificates). The Retained Interest Percentage of the Appraisal Reduction Amounts shall be allocated to the Retained
Interest. Following receipt from the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount
of any Appraisal Reduction Amount with respect to each Mortgage 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 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) becoming an AB Modified Loan, the 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 Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of
notice by the Special Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the 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 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 Special Servicer of the appraisal and any other information set forth in the
immediately preceding clause (i) that the 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 


 






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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 Special Servicer thereof. The Master Servicer shall provide (via electronic delivery) the 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 an Non-Serviced Mortgage
Loan in the event that the special servicer is unsuccessful in obtaining such information from the related Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. None of the Master Servicer, the Trustee, the Operating Advisor
or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For purposes of determining the Non-Reduced
Interests, 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 Principal Balance Certificates and the Retained 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 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 Senior Certificates). The Risk Retention
Allocation Percentage of the Appraisal Reduction Amounts shall be allocated to the Retained 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 Class G certificates and second, to the Class F 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.


 


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 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 Amount and any


 






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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, 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 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), such applicable 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 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 Special Servicer (for Mortgage Loans other than Non-Serviced Mortgage 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 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 Special Servicer to
order an additional appraisal of any Mortgage 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 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 Special Servicer shall not be required to obtain
such appraisal if it determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged
Property or Mortgaged Properties have occurred that would have a material effect on the appraised value of the


 






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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, until such time, if any, as the Class is reinstated as the Controlling Class, (such period beginning upon receipt by the
Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the
date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency
Amount based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class
during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any.


 


(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 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 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, the 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 Special Servicer shall not be liable for failure to comply with such duties insofar
as such failure results from a failure of the Master Servicer to provide sufficient information to the 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 the 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


 






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sold,
or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage
Loan is a Specially Serviced Mortgage Loan). If the 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 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 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 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 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 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 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 Special Servicer’s reasonable request therefor; provided, the 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 Special Servicer within four (4) Business Days following the 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, which has become a Corrected Loan
(for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan
and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing,
will no longer be subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal Reduction Amount
in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to
the terms of the applicable Non-Serviced Pooling Agreement.


 


(e)           Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified
in the related Co-Lender Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance is notionally
reduced to zero by such Appraisal Reduction Amounts) and second, pro rata to the related AB


 






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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      [Reserved].


 


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 Retained Interest Owner 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 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) 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 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 Special
Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate
Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master
Servicer, the 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, the Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer
from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that
the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.
The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such
answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate
Administrator, the Master Servicer, the 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, the Certificateholders and/or the Retained Interest Owner, (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 Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require


 






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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 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 the 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, the 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 Retained Interest Owner, (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,
the 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, the 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 Servicer, 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 Retained Interest Owner for which its response would require the Operating Advisor to provide information to such inquiring
Certificateholders or the Retained Interest Owner 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 Retained Interest Owner 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 Retained Interest Owner and Certificate Owners
that are Privileged Persons can register and thereafter obtain information with respect to any other Certificateholder, the Retained
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, the Retained Interest Owner or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its


 






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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, the Retained 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 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 Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following receipt thereof.
Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the 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 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the 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 the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the 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 Special Servicer, as applicable, under this Agreement, it shall not be required
to


 






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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.


 


(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


 






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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 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-16,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized
initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess of $1,000,000. The Offered Certificates
(other than the Class X-A Certificates, Class X-B Certificates and Class X-C 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 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


 






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does
not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum Percentage Interests of
10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(b)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(c)           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 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 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


 






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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 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. 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 or by the Initial
Purchasers to RREF III-D AIV RR, LLC) 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 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,


 






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beneficial
interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After
the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be
exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due
in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to
the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After
the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S
Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest
in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to
time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


 


On the Closing Date, the Certificate
Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the
Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes
of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby initially
appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of
the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is removed
as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating
Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


 


(b)          Certificates
of each Class of Non-Registered 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.


 


(c)           Certificates
of each Class of Non-Registered Certificates (other than the Class R Certificates) that are initially offered and sold to investors
that are Institutional Accredited Investors that are not Qualified Institutional Buyers, the HRR Certificates and the Class R Certificates
(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.
For the avoidance of doubt, the Class R Certificates shall only be in the form of Definitive Certificates.


 






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(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of
a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will
refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


Section 5.03     Registration of
Transfer and Exchange of Certificates. (a)  The
Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “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 Servicer any notices from the Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute,


 






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authenticate
and deliver, in the name of the designated Transferee or Transferees, one or more new Certificates in authorized denominations,
in like aggregate interest and of the same Class.


 


(c)          Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person
who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of
the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such
interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in
accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit,
or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to
the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(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


 






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Rule 144A
Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing
information regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the
form of Exhibit J hereto given by the holder of such beneficial interest stating (A) that the transfer of such
interest has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to
and in accordance with Regulation S, or (B) that the Transferee is otherwise entitled to hold its interest in the applicable
Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates
under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the
Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(e)           Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry
Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository,
exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof,
of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar,
as registrar, to 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


 






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Transferee
is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the
Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making
such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate that is being transferred.


 


(f)           Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S
Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a
certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as
applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate
initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by
Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate
Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear
or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange
of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate,
the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the
Certificate Balance 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 an HRR Certificate or
a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry
Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take
delivery thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of
Euroclear or


 






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Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto
(in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate
Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the Transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance
of the portion retained by such Transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit,
or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by 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,


 






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unless
there is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither
such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar
shall authenticate and deliver Certificates that do not bear such legend.


 


(l)            All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)         With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
the Initial Purchasers) 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 Servicer, the Initial Purchasers,
the Underwriters, the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under
ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and
Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate
unless the Trustee and Certificate Administrator have received either the representation letter described in clause (i)
above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation letters
or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner
of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A)
or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in


 






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a
prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable
law.


 


(n)          No
Class R Certificate or the Retained Interest may be purchased by or transferred to any prospective purchaser or Transferee that
is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R Certificate or the Retained
Interest. Each prospective Transferee of a Class R Certificate or the Retained 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 Retained Interest.


 


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


 






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Ownership
Interest as they become due, (4) the proposed Transferee will not cause income with respect to the Residual Ownership Interest
to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty,
of such proposed Transferee or any other U.S. Tax Person, (5) the proposed Transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed Transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, and (6) the proposed Transferee expressly agrees to be bound by and to abide by
the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of a Class R Certificate,
require a statement from the proposed Transferor substantially in the form attached as Exhibit D-2 (the “Transferor
Letter”), that the proposed Transferor has no actual knowledge that the proposed Transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed Transferee’s statements therein are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible Officer of
the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such
proposed Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a
proposed Transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any
Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the
foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the Transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and
the Transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee 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)          At
all times, 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) (i) a certification from such Certificateholder’s prospective
transferee substantially in the form attached hereto as Exhibit D-5, and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-6. Upon receipt of the foregoing
certifications, the Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03, reflect the HRR Certificates
in the name of the prospective


 






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transferee.
For the avoidance of doubt, in no event shall the HRR Certificates be held as a Global Certificate.


 


(q)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and the Retained Interest Owner 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 Retained
Interest Owner or payees shall not be required for such withholding, and the Certificateholders and the Retained Interest Owner
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 Retained Interest Owner 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)           Until
the expiration of the Retained Interest Transfer Restriction Period, no Person shall be permitted to own, directly or indirectly,
any interest in the Retained 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 to the Sponsor or such Majority Owned Affiliate.
The Retained Interest Owner, if it wishes to transfer the Retained Interest, shall notify the Certificate Administrator in writing
of such transfer and identify the new Retained Interest Owner. After the expiration of the Retained Transfer Restriction Period,
the Retained Interest or any portion thereof may be transferred to a Qualified Retained Interest Owner. The Certificate Administrator
shall register the ownership of the Retained Interest on a registry of ownership maintained by the Certificate Administrator, except
that the Certificate Administrator shall not record the initial ownership of the Retained Interest by the Sponsor or any subsequent
transfer of the Retained Interest to a Majority Owned Affiliate. Any transfer of the Retained 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 the Retained Interest has executed and delivered to the
Certificate Administrator a certification in the form of Exhibit D-4 hereto, (ii) the transferee of the Retained Interest
has executed and delivered to the Certificate Administrator a certification in the form of Exhibit D-3 hereto and (iii)
notice of the subsequent owner, together with 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 Retained Interest
unless (i) in the case of the Sponsor or its Majority Owned Affiliate, such Person is identified in writing to the Certificate
Administrator as being the Retained Interest Owner, or (ii) in the case of any subsequent transferee, such Person is identified
as being the Retained Interest Owner on the ownership registry. The Certificate Administrator, the other parties to this Agreement
and the Certificateholders shall be entitled to treat the Retained Interest Owner (in the case of any subsequent Retained 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 Retained Interest on the part of any other Person. Any transfer of an interest
in the Retained Interest that is not in compliance with this Section


 






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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 Retained Interest Owner shall be deemed by virtue of its acceptance of the Retained 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, the
Retained 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 the Retained 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 the Retained 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, the Retained 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 the Retained Interest Owner, as evidence of the Retained 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 Retained Interest Owner in respect of the Retained Interest or otherwise until the Retained Interest Owner shall have furnished
to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.03(s).


 


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 Servicer,
the Certificate Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for


 






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all
other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders or the Retained Interest Owner 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 Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of
Certificateholders from time to time upon request therefor.


 


(b)          (i)  The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the
request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)           In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or


 






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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 Retained Interest Owner and the Mortgagors of any change in the location of the Certificate
Register or any such office or agency.


 


Section 5.08    Appointment of Certificate
Administrator. (a)  Wells
Fargo Bank, National Association, is hereby initially appointed Certificate Administrator in accordance with the terms of this
Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator
which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must
satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)           The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 






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(f)           The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09     Voting Procedures
for Certificates and Retained Interest. (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 and the Retained
Interest. 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 and the Retained Interest Owner. 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 Class of Certificates or the Retained
Interest 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 or the Retained Interest 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
or the Retained Interest.


 


(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


 






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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.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, The Special Servicer, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
HOLDER AND THE RISK RETENTION CONSULTATION PARTY


 


Section 6.01      Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, 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 Retained Interest Owner, the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (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


 






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(C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights
generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity
or at law;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)         No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)        The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(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


 






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(ix)         the
Master Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)          The
Special Servicer, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Retained Interest Owner, the Risk Retention Consultation Party, 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 limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, the 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 Special Servicer and the performance and compliance with the terms of this Agreement
by the Special Servicer do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the 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 Special Servicer to
perform its obligations under this Agreement or its financial condition;


 


(iii)          The
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 Special Servicer enforceable against the 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
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 Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 



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(vi)          No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)       The
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 Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the 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 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 Retained Interest Owner, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Risk Retention Consultation Party and the Asset Representations Reviewer, as of the Closing Date, that:


 


(i)            The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of,
any material agreement or other material instrument to which it is a party or 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;


 






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(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of
creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)         The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(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.


 



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(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Retained Interest Owner, and to the Depositor, the Master Servicer, the Special Servicer, the Risk Retention Consultation Party
and the Certificate Administrator, as of the Closing Date, that:


 


(i)     
     The Asset Representations Reviewer is a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Delaware, and the Asset Representations Reviewer is in
compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or 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;


 


(iii)         The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)         The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)          No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which


 



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would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)        The
Asset Representations Reviewer has errors and omissions coverage 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 Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon discovery by any party to this Agreement (or upon written notice thereof from any Certificateholder, the Retained 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 Retained Interest Owner, the
party discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder,
the Retained 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 Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer,
the Operating Advisor, the 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, the 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 Servicer
or the Asset Representations Reviewer. (a) Subject to subsection (b)
below, the Depositor, the Master Servicer, the Special Servicer, 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


 



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entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability of this
Agreement, the Certificates, the Retained Interest 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 Servicer, 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,
the 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, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer (such Person, in the case of the Master Servicer or the 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, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Operating Advisor
or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor
or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the Master Servicer, the 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, the 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,
the 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


 



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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, the 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, the 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 the 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 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 Servicer, the
Operating Advisor, the Asset Representations Reviewer and Others. (a)  None of the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, 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 Retained Interest Owner 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), the 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 Servicer, 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 Servicer, the Operating Advisor or the Asset Representations Reviewer may rely on any document of
any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
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,


 



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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
Servicer, 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 Servicer, the Asset
Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party or parties
and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and
complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and
in accordance with such advice or Opinion of Counsel.


 


(b)          None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, 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 Servicer, 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
Retained Interest Owner (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders, and the Retained Interest
Owner 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


 



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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 Servicer, 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 Servicer, 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 Special Servicer), the 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 the 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 the Special Servicer,
as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein
by the Master Servicer or the 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 Special
Servicer as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the
defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the 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 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), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of
its obligations and duties under this


 



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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
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 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), the 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), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the 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 the 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), the 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


 



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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 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 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), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder or the Retained Interest Owner 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), the
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 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 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), the 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


 



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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).


 


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 Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset
Representations Reviewer.


 


Section 6.05     Depositor,
Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither the Master Servicer
nor the Special Servicer 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 the 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 the 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 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 the Special Servicer’s, as applicable, responsibilities and obligations
in accordance with Section 7.02 and no such resignation by the Master Servicer or the 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


 



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described
in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05,
the Master Servicer or the 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 the Special
Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer,
as applicable, is terminated or removed pursuant to Section 7.01.


 


Section
6.06      Rights of the Depositor in Respect of the Master Servicer and the Special
Servicer. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the 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 the Special Servicer hereunder or exercise the rights of the Master Servicer or the Special Servicer, as
applicable, hereunder; provided, however, that the Master Servicer and the Special Servicer 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 the
Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer, the Operating Advisor
or the Special Servicer under this Agreement or otherwise.


 


Section 6.07      The Master Servicer
and the Special Servicer as Certificate Owner. The Master Servicer, the 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, the Special Servicer or an Affiliate thereof.


 


Section 6.08      The
Directing Holder and the Risk Retention Consultation Party. (a) For
so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to advise (a) the
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 Special Servicer, other than any applicable Excluded Loan or Servicing
Shift Mortgage Loan and (b) the Special Servicer 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 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 Special Servicer (provided that such


 



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consent shall be deemed given (unless earlier objected to
by the Special Servicer) fifteen (15) Business Days after the 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 Special Servicer,
and in the possession of the Master Servicer, in order to grant or withhold such consent (except as otherwise provided for in the
first proviso following the Major Decisions listed below) and (ii) with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan, any Servicing Shift Mortgage Loan or any applicable Excluded Loan) or any Serviced Whole Loan, for so long as no
Control Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to take any of the following
actions to the extent the Special Servicer is responsible for processing any such action as described in the immediately succeeding
paragraph) and (to the extent the Master Servicer is responsible for processing any such action as described in the second succeeding
paragraph) as to which the Directing Holder has objected in writing within ten (10) Business Days (or thirty (30) days with respect
to clause  (xiii) below) after receipt of the related Major Decision Reporting Package (provided that if such
written objection has not been received by the Special Servicer within such ten (10) Business Day (or thirty (30) day) period,
then the Directing Holder will be deemed to have approved such action):


 


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


 


(ii)          any
modification, consent to a modification or waiver of any monetary term (other than Penalty Charges (which the Master Servicer or
the 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;


 



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


 


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


 


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


 


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


 


(x)          the
determination of the 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;


 



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provided, further, that, in the event that
the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement to take such
action), as applicable, determines that immediate action, with respect to 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, the Risk Retention Consultation Party or the Operating Advisor), is necessary
to protect the interests of the Certificateholders and the Retained Interest Owner (or, with respect to any Serviced Whole Loan,
the interest of the Certificateholders, the Retained Interest Owner 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 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 Risk Retention Consultation Party or the Operating Advisor, as the case may be),
provided that the Special Servicer or Master Servicer, as applicable provides the Directing Holder (or the Operating Advisor,
if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis therefor.
The 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, the Special Servicer will
not be required to obtain the consent of the Directing Holder with respect to any of the Major Decisions or Asset Status Reports,
but will be required to consult with the Directing Holder in connection with any Major Decision that it is processing or, in the
case of the 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 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 Special Servicer. In the event the Special Servicer receives no response from the Directing Holder within 10 days following
the Special Servicer’s written request for input (which request is required to include the related Major Decision Reporting
Package) on any required consultation, the Special Servicer 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 Special Servicer
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 immediately
preceding paragraph, (a) the Special Servicer shall process all requests for any matter that constitutes a “Major


 



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Decision”
with respect to (i) any Specially Serviced Mortgage Loan and (ii) any Non-Specially Serviced Mortgage Loan (unless the Master Servicer
and applicable Special Servicer have mutually agreed to have the Master Servicer process such request) and (b) the Master Servicer
shall process all requests for any matter that constitutes a “Major Decision” with respect to any Non-Specially Serviced
Mortgage Loan if the Master Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such request.
Upon receiving a request for any matter that constitutes a Major Decision (without regard to the first proviso set forth at the
conclusion of the immediately preceding paragraph), except with respect to any such request relating to a Non-Specially Serviced
Mortgage Loan, the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special
Servicer mutually agree that the Master Servicer will process such request, the 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 the 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 Special Servicer with respect to the related
Serviced Whole Loan, pursuant to the terms of the related Co-Lender Agreement, may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the Directing Holder may deem advisable or as to which provision
is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction or objection
contemplated by the preceding paragraph or this paragraph, may require or cause the Master Servicer or applicable Special Servicer
to violate any provision of any Mortgage Loan or related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law,
this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the
related Companion Loan), including without limitation the obligation of the Master Servicer and the Special Servicer to act in
accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, 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 the Special Servicer, as applicable, hereunder or cause the Master Servicer or the
Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or
the Special Servicer, as the case may be, is not in the best interests of the Certificateholders and the Retained Interest Owner.


 


In the event the 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, the Risk Retention Consultation Party, would cause the 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,
the 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 Risk Retention Consultation Party, the Trustee and the


 



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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 Special Servicer in accordance with the direction of or approval of the Directing Holder, the Operating
Advisor or the 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 the
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 the Retained 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 Retained Interest Owner, 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 Retained Interest Owner, 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 the Retained 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 the Retained Interest Owner may take any action whatsoever against the Directing Holder or any
director, officer, employee, agent or principal thereof for having so acted.


 


The 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 the Risk Retention Consultation Party shall not be protected against
any liability to the Retained Interest Owner that would otherwise be imposed by reason of willful misconduct, bad faith or gross
negligence in the performance of duties owed to the Retained Interest Owner or by reason of reckless disregard of obligations or
duties owed to the Retained Interest Owner. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees
that the Risk Retention Consultation Party may take actions that favor the interests of the Retained Interest over the Certificates,
and that the Risk Retention Consultation Party may have special relationships and interests that conflict with those of the Certificates,
that the Risk Retention Consultation Party may act solely in the interests of the Retained Interest Owner, that the Risk Retention
Consultation Party does not have any duties or liability to the Certificateholders, that the Risk Retention Consultation Party
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Retained Interest Owner,
and that the Risk Retention Consultation Party shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal
thereof for having so acted.


 






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Any Non-Serviced Whole Loan Controlling
Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for any action
taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related Non-Serviced Whole
Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced
Pooling Agreement including the Holders of the controlling class under such Non-Serviced Pooling Agreement over other Classes of
the Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have
special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of
the controlling class under the related Non-Serviced Pooling Agreement, that such Non-Serviced Whole Loan Controlling Holder, shall
not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the controlling
class under the related Non-Serviced Pooling 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 and the Risk Retention Consultation
Party shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement,
and the Master Servicer, the Special Servicer and any other applicable party shall consult with the Directing Holder and the Risk
Retention Consultation Party (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, the
Directing Holder and, with respect to any non-Specially Serviced Loan (or any Mortgage Loan with respect to decisions pursuant
to clause (vi) of the definition of “Major Decision”), the Risk Retention Consultation Party (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 or the Risk Retention Consultation Party.


 


Prior to the occurrence and continuance
of a Control Termination Event, the Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor
simultaneously upon providing such Major Decision Reporting Package to the Directing Holder; provided, however, that with
respect to any non-Specially Serviced Loan no Major Decision Reporting Package shall be required to be delivered prior to the occurrence
and continuance of an Operating Advisor Consultation Event. During the continuance of an Operating Advisor


 



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Consultation Event (whether
or not a Control Termination Event is continuing), the Special Servicer will be required to provide each Major Decision Reporting
Package to the Operating Advisor simultaneously with the Special Servicer’s written request for the Operating Advisor’s
input regarding the related Major Decision, as set forth under Section 6.08. With respect to any particular Major Decision
and related Major Decision Reporting Package and any Asset Status Report, the Special Servicer shall make available to the Operating
Advisor servicing officers with 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 and potential conflicts of interest and compensation with respect to such Major Decision and/or Asset
Status Report.


 


In addition, if an Operating Advisor
Consultation Event has occurred and is continuing, the Special Servicer will also be required to consult with the Operating Advisor
in connection with any proposed Major Decision (and any other actions which otherwise require consultation with the Operating Advisor)
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 Special Servicer receives no response from the Operating Advisor within ten (10)
days following the later of (i) its 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
Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with
the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to respond
on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any
future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary,
with respect to any applicable Excluded Loan related to the Controlling Class Representative (regardless of whether an Operating
Advisor Consultation Event has occurred and is continuing), the 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 this
Section 6.08 for consulting with the Operating Advisor.


 


In connection with the Controlling
Class Representative or Operating Advisor’s right to consent or consult with respect to a Major Decision, as applicable,
if the Special Servicer determines that action is necessary to protect the Property or the interests of the Certificateholders
from potential harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent with
Accepted Servicing Practices, the Special Servicer may take actions with respect to 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 Special Servicer
reasonably determines in accordance with Accepted Servicing Practices that failure to take such actions before the expiration of
such period would materially adversely affect the interest of the Certificateholders, and the Special Servicer has made a reasonable
effort to contact the Operating Advisor or the Controlling Class Representative, as applicable.


 



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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 Special Servicer will also be required
to consult with the 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 Party pursuant to this Agreement) and to consider
alternative actions recommended by the 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 the Risk Retention Consultation Party within 10 days following the later of (i) the 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 Risk Retention Consultation Party related to the
subject matter of such consultation, the master servicer or the special servicer, as applicable, will not be obligated to consult
with the Risk Retention Consultation Party on the specific matter; provided, however, that the failure of the Risk Retention Consultation
Party to respond shall not relieve the Master Servicer or the Special Servicer, as applicable, using reasonable efforts to consult
with the 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 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


 



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(ii)          any
failure by the 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 the 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 the 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 the 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 the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer,
as the case may be, with a copy to each other party to this Agreement, by the holders of Voting Rights evidencing not less than
25% of the Voting Rights; provided, however, if such failure is capable of being cured and the Master Servicer or
the 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 the 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 Retained Interest Owner 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 the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the holders of 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; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing
such cure, such 30-day period will be extended an additional 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 the


 



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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 the 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 the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)        the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)       Moody’s
(or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded or withdrawn
its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities, or (B)
placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch status”
in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status”
placement shall not have been withdrawn by Moody’s (or, in the case of Serviced Companion Loan Securities, any Companion
Loan Rating Agency) within sixty (60) days of such event) and, in the case of either of clauses (A) or (B), publicly
citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or a material factor in
such rating action;


 


(ix)          the
Master Servicer or the Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by
Fitch and such Master Servicer or the Special Servicer is not reinstated to at least that rating within sixty (60) days of the
delisting;


 


(x)           either
(A) the applicable Master Servicer or the applicable Special Servicer, as the case may be, has failed to maintain a ranking by
Morningstar equal to or higher than “MOR CS3” as a master servicer or a special servicer, as applicable, and such Master
Servicer or such Special Servicer, as applicable, is not reinstated to that ranking within sixty (60) days of actual knowledge
of such failure by such Master Servicer or Special Servicer, as the case may be (if such Master Servicer or Special Servicer, as
the case may be, had a Morningstar ranking on or after the Closing Date), or (B) if Morningstar has not issued a ranking with respect
to such Master Servicer or such Special Servicer, as applicable, then the following shall constitute a Servicer Termination Event:
Morningstar has (i) qualified, downgraded or withdrawn its ratings of one or more Classes of Certificates, or (ii) within the prior
twelve (12) months, placed one or more Classes of Certificates on “watch status” in contemplation of rating downgrade
or withdrawal and, in the case of either of clauses (i) or (ii), publicly citing servicing concerns with such Master Servicer or
such Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade,
withdrawal or


 



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“watch status” placement has not been withdrawn by Morningstar within 60 days of such rating action);
or


 


(xi)          any
failure by the Master Servicer or the Special Servicer to deliver (a) any Exchange Act reporting items required to be delivered
by the Master Servicer or the 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 (xi) 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 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 Special Servicer), or (B) the holders of Voting
Rights evidencing at least 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to
terminate each of the Master Servicer or the 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 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 Retained Interest or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant
to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer and the 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 the 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 the Special Servicer’s, as the case may be,


 



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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 the Special Servicer to the applicable REO Account (if it is the Affected
Party) or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however, that
the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section
7.01(d) (with respect to the 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 the 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).


 


(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), (ix) or (x), the Master Servicer shall have a forty-five (45) day period after such notice
in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans 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 Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the 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 Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. Any Special Servicer appointed to replace the 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 the 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 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).


 



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(d)          Subject
to the right of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified Replacement
Special Servicer and the right of the Certificateholders and the Retained Interest Owner to approve the replacement of the 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 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 the Special
Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master
Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment
of a successor special servicer meeting the requirements of this Section 7.01(d); provided that, with respect to
a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply
to the related Loan-Specific Directing Holder’s right to terminate the Special Servicer’s rights and obligations under
this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Co-Lender Agreement.
Upon a termination of the Special Servicer, the Directing Holder (other than with respect to any applicable Excluded 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 the 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 and upon (a) the written direction of holders of Voting Rights 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 and the Retained Interest Balance pursuant to Section 4.05 hereof) of the Principal Balance Certificates
and the Retained Interest, as applicable requesting a vote to replace the 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 Retained Interest Owner 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


 



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Balance Certificates
and the Retained Interest Owner evidencing more than 50% of the aggregate Voting Rights of each ABS Interest of Non-Reduced Interests
on an aggregate basis, the Trustee shall terminate all of the rights and obligations of the 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 Retained Interest Owner 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 Retained Interest Owner’s
direction to replace the 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.


 


An AB Whole Loan Controlling Holder
shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special Servicer
solely with respect to the related AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes
the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and
after the date it becomes the 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 the 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-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 the 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.


 



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If at any time the Operating Advisor
determines, in its sole discretion exercised in good faith, that (i) the 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 Special Servicer
would be in the best interest of the Certificateholders and the Retained Interest Owner as a collective whole, then the Operating
Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation
in the form of Exhibit 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 the 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 the Retained 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 and the
Retained Interest Balance) of all Principal Balance Certificates and the Retained Interest on an aggregate basis, and (B) consist
of at least three (3) Certificateholders, the Certificate Owners or Retained Interest Owner 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
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 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 180 days of after the notice is posted to the
Certificate Administrator’s Website, then the Trustee shall have no obligation to remove the 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 Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. 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 under the
related Co-Lender Agreement.


 



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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 the Special Servicer), or the result of the vote (regarding removal of the Special Servicer).


 


(e)           The
Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall not
be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)           Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may
not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
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


 



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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 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) the Special Servicer shall become the Special
Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the 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 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 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 Special Servicer, as the case may be, has actual knowledge that a Mortgage
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 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 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 the 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 the 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,


 



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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 Special Servicer, as applicable, by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure under
Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder.
The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have
arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability
of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity
as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations
and warranties of the Master Servicer or the Special Servicer respectively, herein or in any related document or agreement, for
any acts or omissions of the predecessor Master Servicer or the 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
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 the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer
had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the
case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the 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 Special Servicer as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by
each Rating Agency, or if, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder or the
Holders of Voting Rights, as applicable, evidencing at least 25% of the Voting Rights, 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 the Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer
or the Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall
be effective until (i) the assumption in writing by the successor to the Master Servicer or the 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


 



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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 the
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 the Special
Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans 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 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 Master Servicer or the 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 the 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 Retained Interest Owner. (a)  Upon any resignation of the Master Servicer or the
Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section
7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders and the Retained Interest Owner
at their respective addresses appearing in the Certificate Register (in the case of the Certificateholders) or, in the case
of the Retained Interest Owner, 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


 



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the Retained Interest Owner (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 66-2/3% of the aggregate Voting Rights of the Certificates (and,
if such Servicer Termination Event is on the part of the Special Servicer with respect to 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 the Retained Interest Owner and any Serviced Companion Noteholder affected by such Servicer Termination Event, and
(2) a Servicer Termination Event under clause (iii) or clause (xi) 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
and the Retained Interest Owner, 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 or the Retained Interest 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 or the Retained Interest.


 


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


 



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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, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or the 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;


 






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(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 Retained Interest Owner
under this Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor
Certification pursuant to this Agreement.


 


Section 8.02     Certain Matters
Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section
8.01:


 


(i)         The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties;


 


(ii)          The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement, the Certificates or the Retained Interest 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 Retained Interest Owner, pursuant to the provisions of this Agreement, unless such Certificateholders or and the Retained
Interest Owner 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
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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 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


 



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Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates, the Retained Interest or this Agreement;


 


(viii)          Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or the 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, 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 Retained Interest
Owner 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).


 



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Section 8.03     Trustee and Certificate
Administrator Not Liable for Validity or Sufficiency of Certificates, Retained Interest or Mortgage Loans. 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 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 Retained Interest, any Mortgage 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 Retained Interest, or
for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans 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 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 Servicer and accepted by the Trustee or the
Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04      Trustee or Certificate
Administrator May Own Certificates. The Trustee or the Certificate Administrator,
each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates,
and may deal with the Depositor, the Master Servicer, the 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 basis. As to
each Mortgage 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 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


 



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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, 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 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


 



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performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section 8.06     Eligibility Requirements
for Trustee and Certificate Administrator. Each of the Trustee and the Certificate
Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national
bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States
of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,
having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority
and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the 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 “A2” by Moody’s and “A” by Fitch; provided
that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains
a long-term unsecured debt rating of no less than “Baa2” by Moody’s and “A-” by Fitch, (b) its short-term
debt obligations have a short-term rating of not less than “P-2” from Moody’s and “F1” by Fitch (or
such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar) and (c) the Master Servicer
maintains a rating of at least “A2” by Moody’s and “A+” by Fitch, or such other rating with respect
to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party.


 


If such corporation, national bank
or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus
of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator
administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes
a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the
Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust
REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07     Resignation and
Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving 30
days’ prior written notice thereof to the Depositor, the Master Servicer, the 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 Retained Interest Owner. 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, the 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


 



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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, the Special Servicer, the Certificateholders and the Retained
Interest Owner 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 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 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, the
Special Servicer and the Certificateholders and the Retained Interest Owner 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 Special
Servicer and the remaining Certificateholders and the Retained Interest Owner 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.


 






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(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan.


 


If the same party is acting as Trustee
and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or Certificate
Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate Administrator,
as applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in each instance
meeting the eligibility requirements set forth hereunder.


 


Upon any succession of the Trustee
or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the
payment 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 (to
the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, and the Retained Interest Owner
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 certify in writing that, as to
each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed
Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request
for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the
Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Note is endorsed (without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered Holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, and the Retained Interest Owner 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 document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver
such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the Master


 



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Servicer and the Depositor
shall cooperate with any successor Trustee to ensure that such Mortgage 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 certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments
have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)           Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


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, the 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 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 Retained Interest Owner. 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


 



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eligible under the provisions of Section 8.06, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10     Appointment of Co-Trustee
or Separate Trustee.
(a)  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any 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 Retained Interest Owner of the appointment
of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees shall be payable
out of the Trust Fund.


 


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the 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.


 



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(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


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, the 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 Retained Interest Owner,
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;


 



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(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not 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 Servicer. The Master Servicer shall promptly,
upon request, provide the 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 Servicer 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
Servicer, 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


 



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Companion Noteholders has not been provided to the Certificate Administrator, Master Servicer or the 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, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders and the Retained Interest
Owner, 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;


 


(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


 



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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 Servicer and the Master Servicer is required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special
Servicer or the Master Servicer, as applicable. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to
time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


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 Servicer, 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 and REO Property (as applicable)
subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the 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 and the Trust’s portion of each REO Property, remaining
in the Trust Fund at a price equal to (a) the sum


 



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of (1) the aggregate Purchase Price of all the Mortgage Loans (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 and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms
of the related Non-Serviced Pooling Agreement, the pro rata portion of the fair market value of the related Mortgaged Property,
as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3) above, minus
(b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances,
together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d)
and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items
shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long
as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C
and Class D Certificates are no longer outstanding and the Notional Amounts of the Class X-A, Class X-B, Class X-C
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 R Certificates) and the Retained Interest for the remaining Mortgage Loans and REO Properties in the Trust Fund
pursuant to the terms of the immediately succeeding paragraph; provided, however, that in no event shall the trust
created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.


 


Following the date on which the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been
reduced to zero and after the expiration of the Retained Interest Transfer Restriction Period (and provided that there is
only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates))
and Retained Interest, the Sole Owner shall have the right, provided, the Master Servicer is paid a fee equal to (i) the
product of (x) the prime rate, (y) the aggregate Certificate Balance of the then outstanding certificates (other than the Class X
Certificates and Class R certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written notice to all
the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that the Sole Owner elects
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans 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,


 



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the Master Servicer, the Special Servicer, the Trustee and
the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection
Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account on the Master Servicer Remittance Date related to such Distribution Date in which the final distribution
on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided,
however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable
to such Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that
such final deposits have been made and following the surrender of all its Certificates (other than the Class R Certificates) on
the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the Sole Owner or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by the Sole Owner as shall be necessary to effectuate
transfer of the Mortgage Loans 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.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the 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 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) 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,
the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage
Loans 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. In the event that the Master Servicer or
the


 



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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 and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance
with the preceding sentence, the Master Servicer, the 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 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 shall execute all assignments, endorsements and other instruments
furnished to it by the Master Servicer, the 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 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 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 and
each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon
which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 






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After transferring the Lower-Tier Distribution
Amount and the amount of any Yield Maintenance Charges distributable to the Regular Certificates and the Retained Interest pursuant
to Section 4.01(f) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b), as applicable,
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to the Retained Interest Owner and to each Certificateholder so presenting and surrendering its
Certificates (i)  such Certificateholder’s Percentage Interest of, and the Retained 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
Retained Interest and the Class of Regular Certificates so presented, (ii) any remaining amounts of Yield Maintenance Charges
distributable to the Class X-B Certificates pursuant to Section 4.01(f), and (iii) any remaining amount shall
be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable.
Amounts transferred from the 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 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 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 Retained Interest and the Trust’s portion of each REO Property
remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, 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 Retained
Interest, the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the
Master Servicer, the 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 Retained Interest, 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) all cash on hand (other than cash retained


 



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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 Retained 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. None of the Special Servicer, 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,
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of
the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” and as
the “partnership representative” (within the meaning of Section 6223 of the Code, to the extent such provision is applicable
to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holders of the largest Percentage Interest of the Class
R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties of
the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)         The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such


 



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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 Retained
Interest Owner 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 Servicer
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 Retained Interest Owner, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust or any Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion of
Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult
with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may
be required by the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of each Trust REMIC as Qualified Mortgages 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


 



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REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates and the Retained Interest Owner, 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 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 Lower-Tier
Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses or Retained 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(d) and (y) in the case of the Upper-Tier REMIC, to the Holders of
the Principal Balance Certificates and the Retained Interest 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 Retained 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 Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except
to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes
willful misconduct, bad faith, or negligence by such party.


 


(h)         The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event to occur.


  






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(j)          Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than Qualified
Mortgages 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 Retained Interest Balance of the Retained
Interest 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 Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage 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 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 Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause
the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)        The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the
Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of
the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be
imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02  Use
of Agents.   (a)  The Trustee shall execute all of its
obligations and duties under this Article X through its Corporate Trust Office. The Trustee may execute any of its obligations
and duties under this Article X either directly or by or through agents or attorneys. The Trustee shall not be relieved
of any of its duties or obligations under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)         The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate 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.


 






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Section
10.03  Depositor, Master Servicer and Special Servicer 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 Retained Interest, including, without limitation, the price, yield, Prepayment Assumptions and projected cash flow of
the Certificates and the Retained Interest.


 


(b)         The
Master Servicer and the Special Servicer 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 Retained
Interest or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its
duties hereunder.


 


Section 10.04  Appointment
of REMIC Administrators. (a)  The Certificate Administrator
may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act
on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in
which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Certificate Administrator and must be organized and doing business under the laws of the United States
of America or of any State and be subject to supervision or examination by federal or state authorities. In the absence of any
other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act
in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator,
then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)         Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)         Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer 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


 



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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 Retained Interest Owner; 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 extent such interpretations require compliance and are not
“grandfathered”). In connection with the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5, each of the Master Servicer, the Special Servicer, 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 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, 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.


 






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Section 11.02  Succession;
Subcontractors.  (a)  As a condition to the succession
to the Master Servicer and the 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 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 Special Servicer or to any such Sub-Servicer, the person removing
and replacing the Master Servicer and the 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 Servicer, 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 Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer and
the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”)
is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will
be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the Depositor or the Mortgage
Loan Seller a written description (in form and substance satisfactory to the Depositor or the Mortgage Loan Seller, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use
commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into
a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee to comply
with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor
were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer,
such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing
Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver
to the applicable Persons any assessment of compliance report and related accountant’s attestation 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.


 






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(c)         Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a
“servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate
Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing
Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate
Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary
to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)         In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior
to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any applicable
confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall furnish to the
Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and
the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately and timely
report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)         Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan 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
Servicer, 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,


 



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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 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


 



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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 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 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 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 Gain-on-Sale Reserve Account,
the Retained 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


 



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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.


 


With respect to any Mortgage Loan)
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 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 such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV
Ratio calculated on the basis of the Mortgage Loan 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.


 






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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 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, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000,
e-mail: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318, 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 Section
11.04(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 Section
11.04(c). Neither the Trustee nor the Certificate Administrator shall have any liability for any loss,


 



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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 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 Midland at the email address provided with the submission of such CREFC® Schedule AL File and Schedule AL
Additional File (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 2018, 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:


 






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(i)            an
annual compliance statement for the Master Servicer, the Special Servicer, 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 Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, 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 Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


  (B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included; and


 


(iv)          a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the 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.


 






     -406-


     


    

 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and
the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and
the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this paragraph.


 


Form 10-K requires the registrant
to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” 
The Depositor shall notify the Certificate Administrator in writing via 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


 



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website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah
Nivison, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail:
peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318, 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 the Special Servicer, the Certificate Administrator shall
confirm to the Mortgage Loan Seller, Master Servicer or the Special Servicer whether it has received notice that any party to this
Agreement has changed since the Closing Date and will provide to the Mortgage Loan Seller, the Master Servicer or the 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 Servicer, 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 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 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, 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 2018, 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


 



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complete contact information
for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a certification
in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which Person, the entity for which the Person
acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if
applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that
each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants
of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11. In the
event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing
Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying
Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable
sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but
other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information
other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities
hereunder or (iii) with respect to completeness of 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


 



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information related to a Reportable Event or that is otherwise required to be
included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph
be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by 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, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com,
with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318,
e-mail: joe.osborne@gs.com. The parties to this Agreement


 



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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 Servicer,
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 (other than a party to this Agreement) cause such Additional Servicer
to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the
2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything to the contrary
in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting requirements of the
Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


Section 11.08  Form 15
Filing.   On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate
Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare
and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the
“Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such
reporting obligations. With respect to any reporting 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 Servicer (regardless of whether the Special Servicer has
commenced special servicing of a Mortgage 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


 



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“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, cause such Additional
Servicer to), on or before March 1st of each year, commencing in March 2018, furnish to the Trustee, the Certificate Administrator
(which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor
and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate,
in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable
to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during
the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the
applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such
officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying
Servicer has fulfilled all its obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing
agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there
has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer
and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall
(i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or,
in the case of a sub-servicer that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain,
to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional
Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, 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 during the applicable period, whether or not such Certifying Servicer or Additional
Servicer is acting as the Master Servicer, the 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 Servicer or Additional
Servicer shall be required to cause the delivery of any


 



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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, the
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 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 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 2018, the Master Servicer, the Special Servicer (regardless of
whether the Special Servicer has commenced special servicing of the Mortgage Loans), 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,
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 Servicer, 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


 



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 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
Servicer, 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.


 


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 Servicer, 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 Servicer, 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 the 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 Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master Servicer, the
Special 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


 



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Function Participant engaged
by it to provide (and each of the Master Servicer and the 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 Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional
Servicer was subject to such other servicing agreement.


 


(d)           The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


Section 11.11  Annual
Independent Public Accountants’ Attestation Report.  On or before March 1st of each year, commencing
in March 2018, the Master Servicer, the 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 Servicer, 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, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render
other services to the Master Servicer, the Special Servicer, the 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


 



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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, the 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 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 Servicer, 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, as the case may be, in the fulfillment of any of the Master Servicer’s, the 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 Servicer, 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 Servicer, 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, the 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, the 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


 



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has entered into a servicing relationship with respect to the Mortgage Loans, 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.


 


In addition, each of the Master Servicer,
the Special Servicer, 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 Servicer,
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


 



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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 Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, 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 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 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,
the 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 Servicer, 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


 



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(including, without limitation, providing all due diligence
information, reports, written responses, negotiations and coordination) to the same extent as such party is required to cooperate
with the Depositor under this Section 11.12. All respective reasonable out-of-pocket costs and expenses incurred by each
Other Depositor (including reasonable legal fees and expenses of outside counsel to such depositor) in connection with a Deficient
Exchange Act Deliverable (other than those costs and expenses related to participation by such Other Depositor in any telephone
conferences and meetings with the Commission and other costs the Other Depositor must bear pursuant to this Section 11.12)
and any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting
Party to the Other Depositor to the same extent as would be required to be paid to the Depositor under this Section 11.12
upon receipt of an itemized invoice from such Other Depositor.


 


Section 11.13     Amendments.    This
Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for purposes
of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities
market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with
respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency
Confirmation with respect to the Certificates or, with respect to any 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
Servicer, 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: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318,
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 Servicer shall, and the Master Servicer
and the 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


 



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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 the 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 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 Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the 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 Servicer, 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 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 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


 



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(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 Servicer shall, and the Master Servicer and
the 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 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 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 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 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 Servicer shall, and the Master Servicer and
the 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,


 



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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 the 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 2018, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the 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 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 2018, 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 Servicer shall, and the
Master Servicer and the 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


 



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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 Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)            Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer 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 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 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 Special Servicer, as applicable, no later
than two Business Days prior to the date on which the Master Servicer or the 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 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 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
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


 



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(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 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 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 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 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 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 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


 



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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 Servicer shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof, nor shall any such party be deemed
to not be in compliance under this Agreement, during any grace period provided for in such clause (iii); provided,
that if any such party fails to comply with the requirements of this Article XI by the expiration of any applicable grace
period such failure shall constitute a Servicer Termination Event with respect to such party.


 


Article
XII



the asset representations reviewer


 


Section
12.01     Asset Review.    (a)  On or prior to each Distribution Date,
based on the CREFC® Delinquent Mortgage Loan Status Report and/or the CREFC® Loan Periodic
Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an
Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator
shall promptly provide notice to all Certificateholders and the Retained Interest Owner, the Controlling Class Representative
and each other party to this Agreement. Any notice required to be delivered to the Certificateholders and the Retained
Interest Owner 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 Retained Interest Owner’s address (appearing, in the case
of a Retained Interest Owner other than the Sponsor or its Majority Owned Affiliate, in the Certificate
Administrator’s registry of ownership for the Retained Interest). 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
Retained Interest Owner, 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 Servicer, the Operating Advisor and
the Asset Representations Reviewer.


 


If holders of Voting Rights evidencing
not less than 5.0% of the 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


 



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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 Retained Interest Owner 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 Controlling Class Representative, the Risk Retention
Consultation Party, the Retained Interest Owner 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
or Retained Interest Owner 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 or Retained Interest
Owner 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) and (7) for Non-Specially
Serviced Mortgage Loans and the 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 (7)) 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”):


 






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(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Mortgage
Loan that is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(3)          a copy of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;


 


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(6)          a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged defect or
breach with respect to any Delinquent Mortgage Loan; and


 


(7)          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 Special Servicer
(with respect to Specially Serviced Mortgage Loans), as applicable, of such missing documents, and the Master Servicer or the 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


 



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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 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 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.


 






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(v)           The
Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable,
Unsolicited Information.


 


(vi)          The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)         In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and
such missing documentation is not delivered to the Asset Representations Reviewer by the Mortgage Loan Seller, the Master Servicer
(with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans)
to the extent in the Master Servicer’s or the 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 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 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


 



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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 case, shall be a responsibility of the Enforcing
Servicer, pursuant to Section 2.03 of this Agreement.


 


(ix)           In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer, the 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 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 Special Servicer determines that a Material Defect exists, the Master Servicer or the 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.


 


(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 Retained Interest
Owner), 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 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


 



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Master Servicer and the Special Servicer confidential and shall not disclose
such documents except (i) for purposes of complying with its duties and obligations under this Agreement, (ii) if such documents
become generally available and known to the public other than as a result of a disclosure directly or indirectly by the Asset Representations
Reviewer, (iii) if it is reasonable and necessary for the Asset Representations Reviewer to disclose such documents or information
in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if such documents or information
was already known to the Asset Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if
the Asset Representations Reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document.


 


(d)           The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates or (ii)
have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the 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


 



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any component thereof) is calculated may
not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer will be required to be responsible for
the reasonable costs and expenses of each other party hereto and the Rating Agencies in connection with such transfer. Upon acceptance
of such assignment and delegation, the purchaser or transferee will be required to provide notice to each party to this Agreement
and then will be the successor Asset Representations Reviewer hereunder.


 


(f)            If
any Serviced Companion Loan becomes the subject of a review of representations and warranties “asset review” (as such
term or an analogous term is defined in the related Other Pooling and Servicing Agreement) conducted by an “asset representations
reviewer” (within the meaning of Item 1101(m) of Regulation AB, and such party, the “Other Asset Representations
Reviewer”) pursuant to each Other Pooling and Servicing Agreement, the Master Servicer, the 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 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 0.00025% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated
Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan
and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)           Upon
the completion of any Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the Mortgage Loan
Seller of a written request from the Asset Representations Reviewer, the Asset Representations Reviewer shall be paid a fee of
(i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review
with a Cut-off Date Principal Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with
respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to
$20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent
Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $40,000,000 (the “Asset
Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably anticipated expenses
of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Mortgage
Loan shall be paid by the Mortgage Loan Seller; provided, however, that if the Mortgage Loan Seller 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 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 Special Servicer as


 



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applicable, shall be required to pursue remedies against the Mortgage
Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts from the Mortgage Loan Seller or
its insolvency estate.


 


(c)           Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included
in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage
Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase Price received
shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b).


 


(d)           The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03     Resignation of the Asset Representations Reviewer.  
The Asset Representations Reviewer may resign and be
discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. In addition, the Asset Representations Reviewer shall at all times be an Eligible Asset Representations
Reviewer, and shall resign if it fails to be an Eligible Asset Representations Reviewer by giving written notice to the other
parties to this Agreement. Upon such notice of resignation, the Depositor shall promptly appoint a successor Asset
Representations Reviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset
Representations Reviewer will be effective until a successor Asset Representations Reviewer that is an Eligible Asset
Representations Reviewer has been appointed and accepted the appointment. If no successor Asset Representations Reviewer
shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the
resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor
Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will
bear all costs and expenses of each other party hereto and each Rating Agency in connection with its resignation and the
transfer of its duties.


 


Section 12.04     Restrictions
of the Asset Representations Reviewer.  Neither the Asset Representations Reviewer nor any of its Affiliates shall
make any investment in any Class of Certificates or the Retained Interest; 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


 



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judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body:


 


(i)            any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a
period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the
holders of 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 Retained Interest Owner 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


 



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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 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 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
Retained Interest Owner 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 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 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


 



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shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, 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 Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders and the Retained Interest Owner), 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 Retained
Interest Owner 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 Retained Interest,
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
Retained Interest Owner, 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 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; 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 Retained Interest
Owner 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 Retained Interest Owner (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 Retained
Interest Owner 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 


 



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confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder or the Retained Interest Owner 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 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 to such extent as would be necessary to comply with the requirements
of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the Retained Interest Owner.


 


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


 



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without such Companion Holder’s consent or (C) may materially and adversely affect the Retained Interest Owner without
the Retained Interest Owner’s consent.


 


(b)           This
Agreement may also be amended from time to time by the parties hereto with the consent of the Retained 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 Retained 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the Retained Interest Owner; 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 Retained Interest Owner 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 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


 



     -439-


     


    

 


Servicer nor the 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
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 under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Non-Serviced Pari Passu
Companion Loan(s).


 


(d)           Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and
thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Mortgagors, the Underwriters
and the Rating Agencies.


 


(e)           It
shall not be necessary for the consent of Certificateholders or the Retained Interest Owner 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
Retained Interest Owner 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 Retained Interest Owner, the cost of
any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be payable out
of the Collection Account.


 


(h)           The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion 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).


 






     -440-


     


    

 


(i)            To
the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, the 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 the Retained Interest 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.


 


(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 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 Retained
Interest Owner.


 


(b)           For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 






     -441-


     


    

 


(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 Retained Interest Owner.   (a)  The
death or incapacity of any Certificateholder or the Retained Interest Owner shall not operate to terminate this Agreement or the
Trust, nor entitle such Certificateholder’s or the Retained 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 Retained 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 Retained
Interest Owner from time to time as partners or members of an association; nor shall any Certificateholder or Retained 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 Retained 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, the Retained Interest 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 the Retained 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 Retained 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 Retained Interest Owner unless such Holders or the Retained Interest Owner, 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


 



     -442-


     


    

 


herein or therein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c),
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04     Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO IRREVOCABLY
(I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES
THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING
A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY WAIVE, TO
THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05     Notices.  (a)  Any
communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall
be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission (other than with respect
to the Mortgage Loan Seller) or mailed by registered mail, postage prepaid (except for notices to the Mortgage Loan Seller, the
Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received),
to:


 






     -443-


     


    

 


In the case of the Depositor:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

E-mail: leah.nivison@gs.com


 


with a copy to:



Peter Morreale

200 West Street

New York, New York 10282

Fax number: (212) 902-3000

E-mail: peter.morreale@gs.com


 




     -444-


     


    

 


and


 


Joe Osborne

200 West Street

New York, New York 10282

Fax number: (212) 291-5318

E-mail: joe.osborne@gs.com


 


In the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP


1201 Walnut Street


Suite 2900


Kansas City, Missouri 64106-2150


Fax Number: (816) 412-9338


Attention: Kenda K. Tomes


E-mail: kenda.tomes@stinson.com


 


In the case of the 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;


 






     -445-


     


    



Adam Singer

Fax number (305) 229-6425

E-mail: adam.singer@rialtocapital.com


 


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


 


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 Risk Retention Consultation
Party:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

E-mail: leah.nivison@gs.com


 


with a copy to:



Peter Morreale

200 West Street

New York, New York 10282

Fax number: (212) 902-3000

E-mail: peter.morreale@gs.com


 


and


 

Joe Osborne

200 West Street

New York, New York 10282

Fax number: (212) 291-5318

E-mail: joe.osborne@gs.com


 






     -446-


     


    

 


In the case of the Trustee:



Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services
(CMBS)


GS Mortgage Securities Trust 2017-GS5




with a copy to:


 


E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and
to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In the case of the Certificate Administrator:




 


Wells Fargo Bank, National Association


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services
(CMBS)


GS Mortgage Securities Trust 2017-GS5


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


 


In the case of the Mortgage Loan Seller:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

E-mail: leah.nivison@gs.com


 


with a copy to:



Peter Morreale

200 West Street

New York, New York 10282

Fax number: (212) 902-3000

E-mail: peter.morreale@gs.com


 






     -447-


     


    

 


and


 


Joe Osborne

200 West Street

New York, New York 10282

Fax number: (212) 291-5318

E-mail: joe.osborne@gs.com


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC


375 N. French Road, Suite 100


Amherst, New York 14228


Attention: GSMS 2017-GS5 Transaction
Manager


With a copy sent via e-mail to:
notices@pentalphasurveillance.com


with GSMS 2017-GS5 in the subject line


 


with a copy to:



Bass, Berry & Sims PLC


150 Third Avenue South


Suite 2800


Nashville, Tennessee 37201


Attention: Jay H. Knight


E-mail: jknight@bassberry.com


 


In the case of any mezzanine lender:



The address set forth in the related Co-Lender Agreement.


 


To each such Person, such other address as may hereafter
be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to a Certificateholder
shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.


 


(b)           Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or 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 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


 



     -448-


     


    

 


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:


 


Moody’s Investors Service,
Inc.


7 World Trade Center


250 Greenwich Street


New York, New York 10007


Attention: Commercial Mortgage
Surveillance Group


E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc.


33 Whitehall Street

New York, New York 10004


Attention: Commercial Mortgage
Backed Securities Surveillance


Fax number: (212) 635-0295


E-mail: info.cmbs@fitchratings.com


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

E-mail: cmbsratings@morningstar.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 Retained Interest
Owner.


 


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 pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such
conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that,
in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without
limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than
principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off
Date), all amounts held from time to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale Reserve Account,
the Retained Interest Gain-on-Sale Reserve Account, the


 



     -449-


     


    

 


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 (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 Retained Interest Owner. The Mortgage
Loan Seller (and its agents), each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation
AB Companion Loan Securitization and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect
of the respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled
to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)           Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder
and each Other Master Servicer shall be entitled to enforce the rights of the Serviced Companion Noteholder under this Agreement
and the related Co-Lender Agreement. Each of the Other Servicers, the Other Certificate Administrators and the Other Trustees shall
be a third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation, reimbursement
or indemnification of such Other Servicer, Other Certificate Administrator and Other Trustee, and any provisions regarding reimbursement
or advances or interest thereon to such Other Servicer, Other Certificate Administrator or Other Trustee.


 


(c)           Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust
holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as
specifically provided for herein and under the applicable Non-Serviced Co-Lender Agreement.


 


(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:


 






     -450-


     


    

 


(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 the Special
Servicer; and


 


(iv)          the
repurchase or substitution of Mortgage Loans by the Mortgage Loan Seller pursuant to Section 6 of the Mortgage Loan Purchase
Agreement.


 


(b)           The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)            the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)           any
change in the location of the Collection Account;


 


(iii)          any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)          any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage 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 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;


 


(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 the 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


 



     -451-


     


    

 


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 (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 Servicer,
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 documents. The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer
or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special Servicer,
as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency
following the earlier of (a) receipt of such notice from the 17g-5 Information Provider and (b) two Business Days following delivery
to the 17g-5 Information Provider.


 


Section 13.11     Cooperation
with the Mortgage Loan Seller with Respect to Rights Under the Loan Agreements.  It is expressly agreed and understood
that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the Mortgage Loan Seller get
the benefit of any securitization indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor, Master
Servicer, the Special Servicer and Trustee hereby agree to reasonably cooperate with the Mortgage Loan Seller at the sole reasonable
expense of such Mortgage Loan Seller with respect to the benefits of the provisions of any section of a loan agreement or securitization
cooperation agreement related to indemnification of the lender and/or its Affiliates with respect to any securitization of the
related Mortgage Loan, including, without limitation, reassignment to the Mortgage Loan Seller of such sections, but no other
portion of the Mortgage Loan documents, to permit the Mortgage Loan Seller and its respective Affiliates to enforce such provisions
for their respective benefits; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall
be 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 for federal income tax purposes, or would result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions. To the extent that the Trustee is required to execute
any document facilitating an assignment under this Section 13.11, such document shall be in form and substance reasonably
acceptable to the Trustee.


 


Section 13.12     PNC
Bank, National Association.     PNC Bank, National Association, by execution hereof by its division,
Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon
and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to
Midland Loan Services, a Division of PNC Bank, National Association.


 






     -452-


     


    








 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]





 






     -453-


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written. 





	 	 
	 	GS
    MORTGAGE SECURITIES CORPORATION II,
	 	 	Depositor
	 	 	 
	 	By:	 /s/
    Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title: Chief Executive Officer
	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
	 	 	Master Servicer
	 	 	 
	 	By:	 /s/
    David A. Eckels
	 	 	Name: David A. Eckels
	 	 	Title: Senior Vice President
	 	 	 
	 	RIALTO
    CAPITAL ADVISORS, LLC,
	 	 	Special Servicer
	 	 	 
	 	By:	 /s/
    Cheryl Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title: Chief Financial Officer
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	 	not in its individual capacity, but solely as
    Certificate Administrator
	 	 	 
	 	By:	 /s/
    Michael J. Baker
	 	 	Name: Michael J. Baker
	 	 	Title: Vice President




 


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2017-GS5: POOLING AND SERVICE AGREEMENT  






     


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	not in its individual capacity,
    but solely as Trustee
	 	 	 
	 	By:	 /s/
    Michael J. Baker
	 	 	Name: Michael J. Baker
	 	 	Title: Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	 	Asset Representations Reviewer
	 	 	 
	 	By:	 /s/
    James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and solely as an
    Authorized Signatory for Pentalpha Surveillance LLC
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	 	Operating Advisor
	 	 	 
		By:	 /s/
    James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and solely as an
    Authorized Signatory for Pentalpha Surveillance LLC




 


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	STATE OF NEW YORK	) 	 
	 	) 	ss.: 
	COUNTY OF NEW YORK	)	 



 





On
the  13th day of March, 2017, before me, a notary public in and for said State, personally appeared Leah Nivison known to
me to be a Chief Executive Officer of GS Mortgage Securities Corporation II, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that
such corporation executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. 


	 	 /s/ Artrisa Y.
    Williams
	 	Notary
    Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 5/24/2017	 
	 	 
	ARTRISA Y. WILLIAMS	 
	Notary Public, State of New York	 
	No. 01WI6124039	 
	Qualified in New York County	 
	Commission Expires May 24, 2017	 









 


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2017-GS5: POOLING AND SERVICE AGREEMENT






     


     


    




 





	STATE OF KANSAS	) 	 
	 	) 	ss.: 
	COUNTY OF JOHNSON	)	 











 


On
the 8th day of March, 2017, before me, a notary public in and for said State, personally appeared David A. Eckels known to me
to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, 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/ Brent Kinder
	 	Notary
    Public
	 	 
		 BRENT KINDER
	 	 NOTARY
    PUBLIC - State of Kansas
		 My
    Appt. Exp. January 30, 2018
	 	 


 


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2017-GS5: POOLING AND SERVICE AGREEMENT






     


     


    

 











	STATE OF FLORIDA	) 	 
	 	) 	ss.: 
	COUNTY OF MIAMI-DADE	)	 


 


On
the 16th day of March, 2017, before me, a notary public in and for said State, personally appeared Cheryl Baizan, personally
known to me to be a Chief Financial Officer of Rialto Capital Advisors, LLC, that executed the within instrument, and
also known to me to be the person who executed it on behalf of such 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/ Lori Buckler
	 	Notary
    Public
	 	 
	[SEAL]	 LORI BUCKLER
	 	 NOTARY
    PUBLIC, STATE OF FLORIDA
	My commission expires:	 MY COMMISSION
    EXPIRES 
	 	February 2, 2018
	 	#FF 059264
	 	  Bonded thru Notary Public Underwriters











 


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2017-GS5: POOLING AND SERVICE AGREEMENT



     


     


    




 





	STATE OF Maryland	) 	 
	 	) 	ss.: 
	COUNTY OF Howard	)	 


 


On
the 8th day of March, 2017, before me, a notary public in and for said State, personally appeared Michael Baker known
to me to be a  VP 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/ Amy Martin
	 	Notary
    Public
	 	 
	[SEAL]	 AMY MARTIN
	 	 Notary Public
    - Maryland
	My commission expires:	 Anne
    Arundel County
	 	 My
    Commission Expires on
	 	February 22, 2021


  


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	STATE OF Maryland	) 	 
	 	) 	ss.: 
	COUNTY OF Howard	)	 








 


On
the 8th day of March, 2017, before me, a notary public in and for said State, personally appeared Michael Baker known
to me to be a VP 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/ Amy Martin
	 	Notary
    Public
	 	 
	[SEAL]	 AMY MARTIN
	 	 Notary Public
    - Maryland
	My commission expires:	 Anne
    Arundel County
	 	 My
    Commission Expires on
	 	February 22, 2021





 


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2017-GS5: POOLING AND SERVICE AGREEMENT






     


     


    

 





	STATE OF CONNECTICUT	) 	 
	 	) 	ss.: 
	COUNTY OF FAIRFIELD	)	 








 


On
the 15th day of March, 2017, before me, a notary public in and for said State, personally appeared James Callahan known to me
to be an Executive Director of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such limited liability company, and acknowledged to me that such limited
liability company executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. 





	 	 /s/ Melonie S. Williams
	 	Notary
    Public
	 	 
	[SEAL]	 
	 	 
	My commission expires: 7/31/2019	 
	 	 
	 	 
	MELONIE S. WILLIAMS	 
	Notary Public	 
	Connecticut	 
	My Commission Expires July, 31 2019	 








 


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2017-GS5: POOLING AND SERVICE AGREEMENT






     


     


    

 





	STATE OF CONNECTICUT	) 	 
	 	) 	ss.: 
	COUNTY OF FAIRFIELD	)	 





 


On
the 15th day of March, 2017, before me, a notary public in and for said State, personally appeared James Callahan known to me
to be an Executive Director of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such limited liability company, and acknowledged to me that such limited
liability company executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. 








	 	 /s/ Melonie S. Williams
	 	Notary
    Public
	 	 
	[SEAL]	 
	 	 
	My commission expires: 7/31/2019	 
	 	 
	 	 
	MELONIE S. WILLIAMS	 
	Notary Public	 
	Connecticut	 
	My Commission Expires July, 31 2019	 





 


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2017-GS5: POOLING AND SERVICE AGREEMENT



     


     


    




 


 










EXECUTION
VERSION


   


EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE 


 


CLASS A-1


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


 


SERIES
2017-GS5, 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 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 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: 2.045%

         

        DENOMINATION: $[           ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE: APRIL
        12, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1
        CERTIFICATES AS OF THE CLOSING DATE: $13,770,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: Rialto
        Capital Advisors, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAA9

         

        ISIN NO.: US36252HAA95

         

        COMMON CODE NO.: 158329344

         

        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”), all payments
on or collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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 A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 



     A-1-4


     


    

 


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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-1-5


     


    




 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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 Retained
Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






     A-1-6


     


    




 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 






     A-1-7


     


    






 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the 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) 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


 



     A-1-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the
Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration
of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


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 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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: 3.218%

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE: APRIL
        12, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2
        CERTIFICATES AS OF THE CLOSING DATE: $51,316,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAB7

         

        ISIN NO.: US36252HAB78

         

        COMMON CODE NO.: 158330091

         

        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”), all payments
on or collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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 A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 






     A-2-4


     


    




 


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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-2-5


     


    




 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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 Retained
Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






     A-2-6


     


    




 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 



     A-2-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the 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) 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


 



     A-2-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the
Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration
of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


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 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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: 3.409%

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE: APRIL
        12, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3
        CERTIFICATES AS OF THE CLOSING DATE: $248,000,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL
        ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAC5

         

        ISIN NO.: US36252HAC51

         

        COMMON CODE NO.: 158330105

         

        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”), all payments
on or collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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 A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 



     A-3-4


     


    

 


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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-3-5


     


    




 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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 Retained
Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






     A-3-6


     


    




 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 



     A-3-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the 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) 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


 



     A-3-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the
Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration
of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


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 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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: 3.674%

         

        DENOMINATION: $[           ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE: APRIL
        12, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-4
        CERTIFICATES AS OF THE CLOSING DATE: $381,598,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL
        ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAD3

         

        ISIN NO.: US36252HAD35

         

        COMMON CODE NO.: 158330156

         

        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”), all payments
on or collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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 A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 



     A-4-4


     


    

 


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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-4-5


     


    




 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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 Retained
Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






     A-4-6


     


    




 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 



     A-4-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the 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) 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


 



     A-4-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the
Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration
of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS
A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 





 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent
	 	 
	 	By:	 
			AUTHORIZED SIGNATORY





 




     A-4-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:








	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)


  


Additional abbreviations may
also be used though not in the above list. 


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto  ____________________________


 





 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 






the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power
of substitution in the premises.


 


	Dated:  _______________	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 


  


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 






     A-4-11


     


    




  


DISTRIBUTION INSTRUCTIONS


 


The assignee should include the
following for purposes of distribution:


 


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 






     A-4-12


     


    




 


EXHIBIT A-5


 


FORM OF CLASS A-AB CERTIFICATE


 


CLASS A-AB


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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: 3.467%

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE: APRIL
        12, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-AB
        CERTIFICATES AS OF THE CLOSING DATE: $28,604,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL
        ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAE1

         

        ISIN NO.: US36252HAE18

         

        COMMON CODE NO.: 158330172

         

        CERTIFICATE NO.: [A-AB-1]

         



 






     A-5-3


     


    







 


CLASS
A-AB CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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 A-AB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 



     A-5-4


     


    

 


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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-5-5


     


    




 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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 Retained
Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






     A-5-6


     


    




 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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);


 


(xi)       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 of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 



     A-5-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the 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) 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


 



     A-5-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the
Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration
of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS A-AB
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent
	 	 
	 	By:	 
			AUTHORIZED SIGNATORY





 






     A-5-10


     


    




 





ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:








	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations may
also be used though not in the above list. 


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto  ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



  


the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power
of substitution in the premises. 


 





	Dated:  _______________	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 






     A-5-11


     


    




   


DISTRIBUTION INSTRUCTIONS


 


The assignee should include the
following for purposes of distribution:


 


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


  






     A-5-12


     


    








 


EXHIBIT A-6


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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-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-6-1


     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 




     A-6-2


     


    
 

	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
AGREEMENT3

         

        DENOMINATION: $[               ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED
        HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE:

        APRIL 12, 2017

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF
        THE CLOSING DATE: $803,366,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: Rialto
        Capital Advisors, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAF8

         

        ISIN NO.: US36252HAF82

         

        COMMON CODE NO.: 158330300

         

        CERTIFICATE NO.: [X-A-1] [X-A-2]

         



 





 



 


3     The initial approximate Pass-Through
Rate as of the Closing Date is 0.972492259%.


 


     A-6-3


     


    

 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest in a Trust
Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or
collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS5 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.


 


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


 



     A-6-4


     


    

 


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 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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate
Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 



     A-6-5


     


    

 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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
Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 



     A-6-6


     


    

 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 



     A-6-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of the
Controlling Class, the 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) 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


 



     A-6-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the Notional
Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration of
the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the Pooling
and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments
to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-A CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	 	 
	 	





WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent



	 	 	
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  




     A-6-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


		 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




     A-6-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include the following
for purposes of distribution:


 


Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 







     A-6-12


     


    







 


EXHIBIT A-7


 


FORM OF CLASS X-B CERTIFICATE


 


CLASS X-B


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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-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 MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED
        HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE:

        APRIL 12, 2017

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF
        THE CLOSING DATE: $72,329,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS,
        LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAG6

         

        ISIN NO.: US36252HAG65

         

        COMMON CODE NO.: 158330326

         

        CERTIFICATE NO.: [X-B-1] 



 


 






 


3     The
initial approximate Pass-Through Rate as of the Closing Date is 0.468418006%.


 


     A-7-3


     


    

 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest in a Trust
Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or
collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS5 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.


 


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


 



     A-7-4


     


    

 


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 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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate
Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-7-5


     


    

 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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
Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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; 





 






     A-7-6


     


    

  


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 






     A-7-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of the
Controlling Class, the 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) 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


 



     A-7-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the Notional
Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration of
the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the Pooling
and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments
to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-B CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  




     A-7-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


		 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




     A-7-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include the following
for purposes of distribution:


 


Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






     A-7-12


     


    

 








EXHIBIT A-8


 


FORM OF CLASS X-D CERTIFICATE


 


CLASS X-D


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 


3        Book-Entry
Certificate legend.


 







 






     A-8-1


     


    

 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE
EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B)
IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[THIS CLASS X-D CERTIFICATE HAS NO PRINCIPAL BALANCE
AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE
TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 






     A-8-2


     


    

  





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION: $[               ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED
        HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE:

        APRIL 12, 2017

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF
        THE CLOSING DATE: $46,497,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS,
        LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAN1 

                      36252HAP6

                      U0400FAB5 

        ISIN NO.: US36252HAN17 

                          US36252HAP64 

                          USU0400FAB59

         

        COMMON CODE NO.: 158400766

         

        CERTIFICATE NO.: [X-D-1][X-D-S-1]

         






 





 






4 The
initial approximate Pass-Through Rate as of the Closing Date is 1.006418006%.


 


 






     A-8-3


     


    

 


CLASS X-D
CERTIFICATE


 


evidencing a beneficial ownership interest in a Trust
Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or
collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS5 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.


 


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


 



     A-8-4


     


    

 


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 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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate
Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-8-5


     


    

 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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
Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






     A-8-6


     


    

 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 



     A-8-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of the
Controlling Class, the 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) 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


 



     A-8-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the Notional
Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration of
the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the Pooling
and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments
to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-D CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  




     A-8-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




     A-8-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include the following
for purposes of distribution:


 


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent. 


 






     A-8-12


     


    

 





EXHIBIT A-9


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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-9-1


     


    

 


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-AB, CLASS X-A AND CLASS X-B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




     A-9-2


     


    

	
        PASS-THROUGH RATE: THE LESSER OF 3.826% AND THE WEIGHTED AVERAGE NET MORTGAGE
        RATE

         

        DENOMINATION: $[               ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED
        HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE:

        APRIL 12, 2017

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $80,078,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS,
        LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAH4

         

        ISIN NO.: US36252HAH49

         

        COMMON CODE NO.: 158330229

         

        CERTIFICATE NO.: [A-S-1]

         






 






     A-9-3


     


    




 


CLASS A-S
CERTIFICATE


 


evidencing a beneficial ownership interest in a Trust
Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or
collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS5 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 A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each


 



     A-9-4


     


    

 


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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate
Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-9-5


     


    

 


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 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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
Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






     A-9-6


     


    

 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 



     A-9-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of the
Controlling Class, the 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) 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


 



     A-9-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the Notional
Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration of
the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the Pooling
and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments
to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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:	March 21, 2017



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS A-S CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 




     A-9-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




     A-9-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include the following
for purposes of distribution:


 


Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






     A-9-12


     


    



EXHIBIT
A-10


 


FORM
OF CLASS B CERTIFICATE


 


CLASS
B


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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-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-10-2 


     


    




 





	PASS-THROUGH
        RATE: THE LESSER OF 4.047% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 21, 2017

         

        FIRST
        DISTRIBUTION DATE: APRIL 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE

        OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $72,329,000.

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252HAJ0

         

        ISIN
        NO.: US36252HAJ05

         

        COMMON
        CODE NO.: 158330261

         

        CERTIFICATE
        NO.: [B-1] 






 






    A-10-3 


     


    

 


CLASS B
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each


 






    A-10-4 


     


    

 


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 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 administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 






    A-10-5 


     


    

 


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 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 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 Retained Interest Owner 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 Certificates,
the Retained Interest, 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 Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






    A-10-6 


     


    

 


(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 Retained Interest Owner 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 Retained
Interest Owner 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 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 to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 






    A-10-7 


     


    

 


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 the Retained
Interest Owner without the Retained 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 Retained
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 RIO; 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 that are required to
be distributed on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or
the Retained Interest Owner 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, 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 or the Retained Interest without the consent of the Holders
of all Certificates of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the 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) 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


 






    A-10-8 


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as
set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero
and after the expiration of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder
(or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained
Interest)), the Sole Owner shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of
(x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates
and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates
(other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


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:	March
                                         21, 2017





 





CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.








	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 







    A-10-10 


     


    


 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


   


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 






the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.








	 	 
	SIGNATURE GUARANTEED	 


 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 






    A-10-11 


     


    

   


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-10-12 


     


    

 



 EXHIBIT
A-11


 


FORM
OF CLASS C CERTIFICATE


 


CLASS
C


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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-AB, CLASS X-A, CLASS X-B, Class
A-S, Class B AND CLASS X-C cERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.]


 






    A-11-2 


     


    

 








	PASS-THROUGH
        RATE: THE LESSER OF 4.299% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 21, 2017

         

        FIRST
        DISTRIBUTION DATE: APRIL 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE

        OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $43,914,000.

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252HAK7

         

        ISIN
        NO.: US36252HAK77

         

        COMMON
        CODE NO.: 158330296

         

        CERTIFICATE
        NO.: [C-1] 

	 	 	 





 






    A-11-3 


     


    

 


CLASS
C CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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 C Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each


 






    A-11-4 


     


    

 


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 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 administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 






    A-11-5 


     


    

 


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 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 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 Retained Interest Owner 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 Certificates,
the Retained Interest, 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 Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






    A-11-6 


     


    

 


(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 Retained Interest Owner 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 Retained
Interest Owner 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 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 to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 






    A-11-7 


     


    

 


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 the Retained
Interest Owner without the Retained 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 Retained
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 RIO; 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 that are required to
be distributed on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or
the Retained Interest Owner 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, 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 or the Retained Interest without the consent of the Holders
of all Certificates of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the 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) 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


 






    A-11-8 


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as
set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero
and after the expiration of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder
(or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained
Interest)), the Sole Owner shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of
(x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates
and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates
(other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


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:	March
                                         21, 2017





 





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-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 X-C CERTIFICATE


 


CLASS
X-C


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, CLASS X-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 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 ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS
CLASS X-C 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 X-C
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-C 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-12-1 


     


    

 





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-12-2 


     


    




 





	PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT3

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 21, 2017

         

        FIRST
        DISTRIBUTION DATE: APRIL 12, 2017

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES AS OF THE CLOSING DATE: $43,914,000

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252HAY7

         

        ISIN
        NO.: US36252HAY71

         

        COMMON
        CODE NO.: 158400600

         

        CERTIFICATE
        NO.: [X-C-1] 






 





 



 





3       The
initial approximate Pass-Through Rate as of the Closing Date is 0.216418006%. 





 






    A-12-3 


     


    

 


CLASS X-C
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans 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 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-C Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (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 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-C Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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.


 


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-C Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each


 






    A-12-4 


     


    

 


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 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 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 administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 






    A-12-5 


     


    

 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-C 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 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 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 Retained Interest Owner 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 Certificates,
the Retained Interest, 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 Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






    A-12-6 


     


    

 


(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 Retained Interest Owner 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 Retained
Interest Owner 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 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 to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 






    A-12-7 


     


    

 


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 the Retained
Interest Owner without the Retained 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 Retained
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 RIO; provided,
however, that no such amendment shall:


 


(xii)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or
the Retained Interest Owner which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(xiii)        
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, 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


 


(xiv)       
adversely affect the Voting Rights of any Class of Certificates or the Retained Interest without the consent of the Holders
of all Certificates of such Class then outstanding or the RIO; or


 


(xv)        
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


 


(xvi)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the 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) 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


 






    A-12-8 


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as
set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero
and after the expiration of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder
(or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained
Interest)), the Sole Owner shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of
(x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates
and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates
(other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


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:	March
                                         21, 2017





 





CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-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 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 






 


1
       Temporary Regulation
S Book-Entry Certificate legend.


 


2
       Legend required
as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3        Book-Entry
Certificate legend.





 






    A-13-1 


     


    




 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS A-S,
CLASS B, CLASS C AND CLASS X-C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]


 






    A-13-2 


     


    

 





	PASS-THROUGH
        RATE: THE LESSER OF 3.509% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 21, 2017

         

        FIRST
        DISTRIBUTION DATE: APRIL 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE

        OF THE CLASS D CERTIFICATES AS OF THE CLOSING DATE: $46,497,000

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252HAL5 

        36252HAM3 

         U0400FAA7

         

        ISIN
        NO.: US36252HAL50 

        US36252HAM34 

        USU0400FAA76

         

        COMMON
        CODE NO.: 158330369

         

        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”), all payments on or collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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 D


 






    A-13-4 


     


    

 


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 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 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 administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    A-13-5 


     


    

 


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 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 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 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 Retained Interest Owner 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 Certificates, the
Retained Interest, 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 Retained Interest Owner, 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 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; 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 Retained Interest Owner 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


 






    A-13-6 


     


    

 


an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders or the Retained Interest Owner (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 Retained Interest Owner 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 Retained
Interest Owner 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 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


 






    A-13-7 


     


    

 


(xi)         
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 of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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 the Retained Interest Owner without the Retained 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 Retained
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 RIO; 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 that are required to
be distributed on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or
the Retained Interest Owner 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, 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 or the Retained Interest without the consent of the Holders
of all Certificates of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 






    A-13-8 


     


    

 





The
Holders of the majority of the Controlling Class, the 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) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero
and after the expiration of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder
(or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained
Interest)), the Sole Owner shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of
(x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates
and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates
(other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


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:	March
                                         21, 2017





 





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 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, CLASS E


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE 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 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


 






    A-14-1 


     


    

 


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. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D,
CLASS A-S, CLASS B, CLASS C, CLASS X-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: THE WEIGHTED AVERAGE NET MORTGAGE RATE 1

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 21, 2017

         

        FIRST
        DISTRIBUTION DATE: APRIL 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE

        OF THE CLASS E CERTIFICATES AS OF THE CLOSING DATE: $21,957,000

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252HAQ4 

        36252HAR2 

        U0400FAC3

         

        ISIN
        NO.: US36252HAQ48 

        US36252HAR21 

        USU0400FAC33

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [E-1] [E-S-1] 






 





 



 


1  The
initial approximate Pass-Through Rate as of the Closing Date is 4.515418006%. 


 






    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”), all payments on or collections in respect of the Mortgage Loans 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 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 RREF III-D AIV RR, LLC 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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 E


 






    A-14-4 


     


    

 


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 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 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.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    A-14-5 


     


    

 


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 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 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 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 Retained Interest Owner 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 Certificates,
the Retained Interest, 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 Retained Interest Owner, 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 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; 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 Retained Interest Owner 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


 






    A-14-6 


     


    

 


an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders or the Retained Interest Owner (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 Retained Interest Owner 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 Retained
Interest Owner 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 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


 






    A-14-7 


     


    

 


(xi)         
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 of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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 the Retained Interest Owner without the Retained 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 Retained
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 RIO; 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 that are required to
be distributed on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or
the Retained Interest Owner 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, 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 or the Retained Interest without the consent of the Holders
of all Certificates of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 






    A-14-8 


     


    

 


The
Holders of the majority of the Controlling Class, the 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) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero
and after the expiration of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder
(or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained
Interest)), the Sole Owner shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of
(x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates
and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates
(other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


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:	March
                                         21, 2017





 





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 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, CLASS F


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE 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 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


 






    A-15-1 


     


    

 


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. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS
A-S, CLASS B, CLASS C, CLASS X-C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


 






    A-15-2 


     


    

 





	PASS-THROUGH
        RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE 1

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 21, 2017

         

        FIRST
        DISTRIBUTION DATE: APRIL 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES AS OF THE CLOSING DATE: $10,333,000

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252HAS0 

        36252HAT8 

        U0400FAD1

         

        ISIN
        NO.: US36252HAS04 

        US36252HAT86 

        USU0400FAD16

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [F-1] [F-S-1] 






 





 



 


1  
The initial approximate Pass-Through Rate as of the Closing Date is 4.515418006%.





 






    A-15-3 


     


    

 


CLASS
F CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans 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 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 RREF III-D AIV RR, LLC 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 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.


 


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


 






    A-15-4 


     


    

 


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 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 administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 






    A-15-5 


     


    

 


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 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 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 Retained Interest Owner 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 Certificates,
the Retained Interest, 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 Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 






    A-15-6 


     


    

 


(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 Retained Interest Owner 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 Retained
Interest Owner 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 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 to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 






    A-15-7 


     


    

 


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 the Retained
Interest Owner without the Retained 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 Retained
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 RIO; 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 that are required to
be distributed on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or
the Retained Interest Owner 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, 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 or the Retained Interest without the consent of the Holders
of all Certificates of such Class then outstanding or the RIO; 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 Retained Interest
Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the 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) 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


 






    A-15-8 


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as
set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero
and after the expiration of the Retained Interest Transfer Restriction Period (and provided that there is only one Holder
(or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates and the Retained
Interest)), the Sole Owner shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of
(x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates
and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates
(other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


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-15-9 


     


    










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:	March
                                         21, 2017





 





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-15-10 


     


    


 


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-15-11 


     


    

   


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-15-12 


     


    



 



EXHIBIT A-16


 


FORM OF CLASS G CERTIFICATE


 


CLASS G


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, CLASS G


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE 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 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


 






    A-16-1


     


    

 


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. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS X-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-16-2


     


    
 

	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE1

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED
        HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE: APRIL 12, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE

        OF THE CLASS G CERTIFICATES AS OF THE CLOSING DATE: $34,873,240

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS,
        LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: 36252HAU5

        36252HAV3

        U0400FAE9

         

        ISIN NO.:     US36252HAU59

        US36252HAV33

        USU0400FAE98

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [G-1] [G-S-1]





 


 



 


1 The initial approximate Pass-Through
Rate as of the Closing Date is 4.515418006%.


 


    A-16-3


     


    

 


CLASS
G CERTIFICATE


 


evidencing a beneficial ownership interest in a Trust
Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or
collections in respect of the Mortgage Loans 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 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 RREF III-D AIV RR, LLC is the registered
owner of the interest evidenced by this Certificate in the Class G Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2017 (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 Special Servicer, the Certificate Administrator, the
Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance
of the Class G Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS5, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS5 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.


 


Interest on this Certificate will accrue
(computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class G Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount


 



    A-16-4


     


    

 


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 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 administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate
Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 



    A-16-5


     


    

 


Subject to the terms of the Pooling
and Servicing Agreement, the Class G Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall be imposed
by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other
than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar
in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate Administrator,
the Master Servicer, the 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 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 Retained Interest
Owner 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 Certificates, the
Retained Interest, 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
Retained Interest Owner, 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 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; 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 Retained Interest Owner 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 Retained Interest Owner (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;


 



    A-16-6


     


    

 


(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 Retained Interest Owner 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 Retained Interest Owner 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 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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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


 



    A-16-7


     


    

 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the 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 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 under the relevant provisions of the Code.


 


The Holders of the majority of the
Controlling Class, the 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) 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


 



    A-16-8


     


    

 


portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the Notional
Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration of
the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the Pooling
and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments
to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


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-16-9


     


    

 


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:	March 21, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 



    A-16-10


     


    

 


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-16-11


     


    

 


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-16-12


     


    

 


EXHIBIT A-17


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


GS
MORTGAGE SECURITIES TRUST 2017-GS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS5, 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 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 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 RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT,


 



    A-17-1


     


    

 


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-17-2


     


    
 

	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED
        HEREIN)

         

        CLOSING DATE: MARCH 21, 2017

         

        FIRST DISTRIBUTION DATE: APRIL
        12, 2017

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.:  36252HAW1

         36252HAX9

         U0400FAF6

         

        ISIN NO.: US36252HAW16

            US36252HAX98

            USU0400FAF63

         

        CERTIFICATE NO.: R-1





 



    A-17-3


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest in a Trust
Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or
collections in respect of the Mortgage Loans 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 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 March 1, 2017 (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 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 2017-GS5, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS5 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 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.


 



    A-17-4


     


    

 


This Certificate is limited in right
of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set
forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate
Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Each Person who has or acquires any
Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest in a Class
R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either (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-17-5


     


    

 


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 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 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 Retained Interest
Owner 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 Retained Interest, 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
Retained Interest Owner, 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 under the


 



    A-17-6


     


    

 


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; 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 Retained Interest Owner 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 Retained Interest Owner (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 Retained Interest Owner 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 Retained Interest Owner 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 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


 



    A-17-7


     


    

 


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 to such extent as would be necessary to comply
with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, with the consent of the RIO.


 


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 the Retained Interest Owner without the Retained 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 Retained 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 RIO; 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 that are required to be distributed
on a Certificate of any Class or the Retained Interest without the consent of the Holder of the Certificate or the Retained Interest
Owner 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, 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 or the Retained Interest without the consent of the Holders of all Certificates
of such Class then outstanding or the RIO; 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 Retained Interest Owner 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 nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having
first received an


 



    A-17-8


     


    

 


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 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 under the relevant provisions of the Code.


 


The Holders of the majority of the
Controlling Class, the 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) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on which the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired and the Notional
Amounts of the Class X-A, Class X-B, Class X-C and Class X-D Certificates have been reduced to zero and after the expiration of
the Retained Interest Transfer Restriction Period (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class R Certificates and the Retained Interest)), the Sole Owner
shall have the right, provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the
aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates)
as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created by the Pooling
and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments
to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-17-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	March 21, 2017



 


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-17-10


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 



    A-17-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 



    A-17-12


     


    









 EXECUTION
VERSION


 


EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




    B-1


     


    

 





 


	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	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 ($)
	1	3, 4	6Y2NA9	350 Park Avenue	350 Park EAT LLC	350 Park Avenue	New York	New York	New York	10022	3.9151%	3.9019%	$100,000,800
	2	5, 6	7X0PB8	Lafayette Centre	LCPC Lafayette Property LLC	1120 20th Street Northwest and 1133 & 1155 21st Street Northwest	Washington	District of Columbia	District of Columbia	20036	4.2460%	4.2315%	$82,500,000
	3	7, 8, 9, 10	4F3745	U.S. Industrial Portfolio	UB (Hannibal), LLC, UB (TA-Sacramento), LLC, UB (TA-Arvada), LLC, UB (Builders First Source), LLC, UB (TA-Pensacola), LLC, UB (TA-Tallahassee), LLC, UB (TA-Savannah), LLC, UB (Jade-Illinois), LLC, UB (Set-North Vernon), LLC, UB (MVP-Mayfield), LLC, UB (Paragon Tech), LLC, UB (Progressive Metal), LLC, UB (SET-New Boston), LLC, UB (Hover-Davis), LLC, UB (Banner Services), LLC, UB (Jade-Ohio), LLC, UB (Easley Custom Plastics), LLC, UB (MVP-Charleston), LLC, UB (TA-Corpus Christi), LLC, UB (Texas Die Casting), LLC, UB II (New WinCup-AZ), LLC, UB II (Santa Fe), LLC, UB II (Sitel), LLC, UB II (Plaid-Decatur), LLC, UB II (Plaid-Norcross), LLC, UB II (New WinCup-GA), LLC, UB II (Northwest Mailing), LLC, UB II (Ainslie), LLC, UB II (UP-166th St), LLC, UB II (UP-Armory), LLC, UB II (WFC), LLC, UB II (Lyons), LLC, UB II (MP Pumps), LLC, UB II (PTI), LLC, UB II (Microfinish), LLC, UB II (Oracle), LLC, UB II (Aramsco), LLC, UB II (Angstrom), LLC and UB II (Fitz), LLC	 	 	 	 	 	3.9740%	3.9595%	$75,000,000
	3.01	 	4F3745	Hannibal	 	3851 and 3855 Santa Fe Avenue and 2226, 2230, 2240, 2250 and 2332 East 38th Street	Vernon	California	Los Angeles	90058	 	 	 
	3.02	 	4F3745	Kraco	 	2411 and 2415 North Santa Fe Avenue, 419, 439, 505, 507, 514, 520, 531 and 537 East Euclid Avenue and 430 East Carlin Avenue	Compton	California	Los Angeles	90222	 	 	 
	3.03	 	4F3745	New WinCup - Phoenix	 	7980 West Buckeye Road	Tolleson	Arizona	Maricopa	85353	 	 	 
	3.04	 	4F3745	Worlds Finest Chocolates	 	4825 South Lawndale Avenue	Chicago	Illinois	Cook	60632	 	 	 
	3.05	 	4F3745	SET - MI	 	36211 South Huron Road	Huron Township	Michigan	Wayne	48164	 	 	 
	3.06	 	4F3745	Plaid - Decatur	 	2331 Mellon Court	Decatur	Georgia	Dekalb	30035	 	 	 
	3.07	 	4F3745	Oracle Packaging	 	220 Polo Road	Winston-Salem	North Carolina	Forsyth	27105	 	 	 
	3.08	 	4F3745	TestAmerica - West SAC	 	880 Riverside Parkway	West Sacramento	California	Yolo	95605	 	 	 
	3.09	 	4F3745	TestAmerica - Arvada	 	4955 Yarrow Street	Arvada	Colorado	Jefferson	80002	 	 	 
	3.1	 	4F3745	Northwest Mailing Service	 	5401-5501 West Grand Avenue	Chicago	Illinois	Cook	60639	 	 	 
	3.11	 	4F3745	Lyons	 	11301-11401 Electron Drive	Louisville	Kentucky	Jefferson	40299	 	 	 
	3.12	 	4F3745	Wilbert Plastics	 	2930 Greenville Highway	Easley	South Carolina	Pickens	29640	 	 	 
	3.13	 	4F3745	Angstrom Graphics	 	4437 East 49th Street	Cuyahoga Heights	Ohio	Cuyahoga	44125	 	 	 
	3.14	 	4F3745	New WinCup - Stone Mountain	 	4600-4680 Lewis Road	Stone Mountain	Georgia	Dekalb	30083	 	 	 
	3.15	 	4F3745	Universal Pool - Armory	 	300 West Armory Drive	South Holland	Illinois	Cook	60473	 	 	 
	3.16	 	4F3745	Jade-Sterling - IL	 	5100 West 73rd Street and 7201 South Leamington Avenue	Bedford Park	Illinois	Cook	60638	 	 	 
	3.17	 	4F3745	Plaid - Norcross	 	3225 Westech Drive	Norcross	Georgia	Gwinnett	30092	 	 	 
	3.18	 	4F3745	Phillips and Temro	 	9700 West 74th Street	Eden Prairie	Minnesota	Hennepin	55344	 	 	 
	3.19	 	4F3745	TestAmerica - Savannah	 	5102 LaRoche Avenue	Savannah	Georgia	Chatham	31404	 	 	 
	3.2	 	4F3745	Hover-Davis	 	100 Paragon Drive	Rochester	New York	Monroe	14624	 	 	 
	3.21	 	4F3745	Jade-Sterling - OH	 	200 Francis D Kenneth Drive and 2300 East Aurora Road	Twinsburg and Aurora	Ohio	Summit and Portage	44087 and 44202	 	 	 
	3.22	 	4F3745	Fitz Aerospace	 	6625 Iron Horse Boulevard	North Richland Hills	Texas	Tarrant	76180	 	 	 
	3.23	 	4F3745	MVP Charleston	 	1031 LeGrand Boulevard	Charleston	South Carolina	Berkeley	29492	 	 	 
	3.24	 	4F3745	Paragon Tech	 	5775 East Ten Mile Road	Warren	Michigan	Macomb	48091	 	 	 
	3.25	 	4F3745	Aramsco and Bulls Eye	 	1480 Grandview Avenue	West Deptford Township	New Jersey	Gloucester	8066	 	 	 
	3.26	 	4F3745	Shale-Inland	 	9500, 9521, 9545-9555 Ainslie Street and 9550 Kelvin Lane	Schiller Park	Illinois	Cook	60176	 	 	 
	3.27	 	4F3745	M.P. Pumps	 	34800 Bennett Drive	Fraser	Michigan	Macomb	48026	 	 	 
	3.28	 	4F3745	TestAmerica - Pensacola	 	3355 McLemore Drive	Pensacola	Florida	Escambia	32514	 	 	 
	3.29	 	4F3745	Microfinish	 	4001 Gratiot Avenue and 3981 Sarpy Avenue	St. Louis	Missouri	Saint Louis City	63110	 	 	 
	3.3	 	4F3745	MVP Mayfield	 	112 Industrial Road	Mayfield	Kentucky	Graves	42066	 	 	 
	3.31	 	4F3745	Builders FirstSource	 	1602 Industrial Park Drive	Plant City	Florida	Hillsborough	33566	 	 	 
	3.32	 	4F3745	Banner	 	17382 Foltz Parkway	Strongsville	Ohio	Cuyahoga	44149	 	 	 
	3.33	 	4F3745	SET - IN	 	1 Steel Way	North Vernon	Indiana	Jennings	47265	 	 	 
	3.34	 	4F3745	Progressive Metal	 	1200, 1300 & 1460 Channing Avenue	Ferndale	Michigan	Oakland	48220	 	 	 
	3.35	 	4F3745	Universal Pool - 166th	 	2 West 166th Street	South Holland	Illinois	Cook	60473	 	 	 
	3.36	 	4F3745	SITEL	 	1417 North Magnolia Avenue	Ocala	Florida	Marion	34475	 	 	 
	3.37	 	4F3745	TestAmerica - Tallahassee	 	2846 Industrial Plaza Drive	Tallahassee	Florida	Leon	32301	 	 	 
	3.38	 	4F3745	Texas Die Casting	 	600 South Loop 485	Gladewater	Texas	Gregg	75647	 	 	 
	3.39	 	4F3745	TestAmerica - Corpus Christi	 	1733 North Padre Island Drive	Corpus Christi	Texas	Nueces	78408	 	 	 
	4	11, 12	7X3Y63	GSK R&D Centre	GI DC Rockville LLC	14200 Shady Grove Road	Rockville	Maryland	Montgomery	20850	3.9450%	3.9205%	$72,500,000
	5	 	3C0746	935 Madison Avenue	JZS Madison Retail, LLC	935 Madison Avenue	New York	New York	New York	10021	4.6175%	4.6030%	$70,000,000
	6	 	3C3M76	Lasko Portfolio	 AGNL Blade, L.P.	 	 	 	 	 	4.8770%	4.8525%	$65,650,000
	6.01	 	3C3M76	Lasko Franklin	 	1705, 1715 & 1725 Columbia Avenue and 300 Confederate Drive	Franklin	Tennessee	Williamson	37064	 	 	 
	6.02	 	3C3M76	Lasko Fort Worth	 	1700 Meacham Boulevard and 4925 Pylon Street	Fort Worth	Texas	Tarrant	76106	 	 	 
	7	 	6YYFY6	Writer Square	GKT Writer Square II, L.L.C., Writer Square 1031, L.L.C. and KW Writer Square, L.L.C.	1512 Larimer Street	Denver	Colorado	Denver	80202	5.0985%	5.0840%	$59,622,561
	8	12, 13	3CL419	Ericsson North American HQ	LCN ERC Plano (TX) LLC	6300 Legacy Drive	Plano	Texas	Collin	75024	4.4580%	4.4435%	$58,000,000
	9	 	6YRTI1	700 Broadway	IHP HLIC - 700 Broadway Asset, LLC	700 Broadway 	Denver	Colorado	Denver	80203	4.3910%	4.3765%	$51,000,000
	10	 	6YUEN9	Lyric Centre	The Lyric Centre LLC	440 Louisiana Street	Houston	Texas	Harris	77002	4.1990%	4.1845%	$48,000,000
	11	 	6YTHG4	River Front Shopping Center	Mad River Development LLC	348 State Route 3 # 404	Clifton 	New Jersey	Passaic	7014	4.4355%	4.4210%	$44,200,000
	12	14	9049W4	Simon Premium Outlets	Prime Outlets at Pismo Beach LLC and Queenstown Outlets Limited Partnership	 	 	 	 	 	3.3335%	3.3190%	$35,000,000
	12.01	 	9049W4	Queenstown Premium Outlets	 	441 Outlet Center Drive	Queenstown	Maryland	Queen Anne’s	21658	 	 	 
	12.02	 	9049W4	Pismo Beach Premium Outlets	 	333 Five Cities Drive	 Pismo Beach	California	San Luis Obispo	93449	 	 	 
	13	 	7X4191	RSI Distribution Center	Lincolnton Partners, LLC	838 Lincoln County Parkway	Lincolnton	North Carolina	Lincoln	28092	4.9780%	4.9460%	$33,500,000
	14	15	6Y2XK6	AMA Plaza	BCSP 330 North Wabash Property LLC	330 North Wabash Avenue	Chicago	Illinois	Cook	60611	2.6134%	2.5989%	$30,000,000
	15	16	9007T1	North Run Business Park	North Run LH LLC	1450-1750 East Parham Road	Richmond	Virginia	Henrico	23228	5.4700%	5.4255%	$28,000,000
	16	 	6YQO23	20 West 37th Street	20 W. 37 Realty, L.L.C.	20 West 37th Street	New York	New York	New York	10018	4.7315%	4.6970%	$27,500,000
	17	6, 17	7X1LA4	Pentagon Center	LCPC Pentagon Property LLC	2521 South Clark Street and 2530 Crystal Drive	Arlington	Virginia	Arlington	22202	4.3260%	4.3115%	$25,000,000
	18	18	5J6OE0	225 Bush Street	225 Bush Street Owners LLC	225 Bush Street	San Francisco	California	San Francisco	94104	3.6792%	3.6647%	$22,000,000
	19	19	6Y2M69	604 Mission Street	604 Costa, LLC	604 Mission Street	San Francisco	California	San Francisco	94105	4.9670%	4.9225%	$18,750,000
	20	20	3C3L36	Largo 95	MLOFAM, LLC and MLOINVEST, LLC	1100 and 1200 Mercantile Lane	Upper Marlboro	Maryland	Prince Georges	20774	5.0920%	5.0675%	$16,400,000
	21	21, 22	6YUBZ5	Towneplace Suites Fort Walton Beach	WIM-FWB Investors, LLC	843 Eglin Parkway Northeast	Fort Walton Beach	Florida	Okaloosa	32547	5.2460%	5.2015%	$16,000,000
	22	 	3CL3OD	Market at Cedar Hill	RPI Cedar Hill, Ltd.	136, 211 and 229 East FM 1382, 490 North Highway 67 and 501 South Highway 67	Cedar Hill	Texas	Dallas	75104	5.2450%	5.1830%	$14,200,000
	23	23	6Y2MT9	Home2 Suites Tuscaloosa	CVH Tuscaloosa, LLC	2610 University Boulevard	Tuscaloosa	Alabama	Tuscaloosa	35401	5.0185%	5.0040%	$11,700,000
	24	24	6Y0E47	Rainbow & Badura	BCP-Rainbow & Badura, LLC	7020 South Rainbow Boulevard	Las Vegas	Nevada	Clark	89118	4.6320%	4.6175%	$10,700,000
	25	 	3CCWC4	Lancaster DMV	Lancaster DMV Partners, LLC	720 West Avenue L-6	Lancaster	California	Los Angeles	93534	5.1285%	5.1140%	$9,500,000
	26	 	3CLUG7	Walgreens Citrus Heights	Citrus Sunrise, LLC	6199 Sunrise Boulevard	Citrus Heights	California	Sacramento	95610	4.8740%	4.8595%	$7,000,000
	27	 	3CM623	Best Buy Braintree	SPI/Braintree Unit 8, LLC	550 Grossman Drive	Braintree	Massachusetts	Norfolk	02184	4.8200%	4.7655%	$6,600,000
	28	25	6YTRK4	Owl Creek Commons	Owl Retail Investors LLC	777 Townpark Lane	Kennesaw	Georgia	Cobb	30144	4.9660%	4.9515%	$5,786,000
	29	 	7X44M9	Aurora Commons	Optimus Aurora LLC	300-376 Aurora Commons Circle	Aurora	Ohio	Portage	44202	4.7820%	4.7475%	$5,625,000
	30	 	3CM615	Best Buy Fort Lauderdale	SPI/TSA E. Ft. Lauderdale, LLC	1901 North Federal Highway	Fort Lauderdale	Florida	Broward	33305	4.5100%	4.4555%	$4,500,000
	31	 	7Q8XM6	Mills Shopping Center	Pinpoint Frazer Associates I, LLC	2030 Pittsburgh Mills Boulevard	Tarentum	Pennsylvania	Allegheny	15084	5.3130%	5.2285%	$4,350,000
	32	26	7XOPH5	Santa Cruz Plaza	Santa Cruz Retail Plaza, LLC	248-254 West Harvard Boulevard	Santa Paula	California	Ventura	93060	4.9150%	4.9005%	$4,000,000


 






     


     


    

 

	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Property Name	Cut-Off Date Balance ($)	Original Term To Maturity (Mos.)	Remaining Term To Maturity (Mos.)	Maturity Date	Original Amortization Term (Mos.)	Remaining Amortization Term (Mos.)	Monthly Debt Service ($) (1)	Servicing Fee Rate (%)	Subservicing Fee Rate (%)
	1	3, 4	6Y2NA9	350 Park Avenue	100,000,800	121	118	1/6/2027	0	0	$330,795 	0.0025%	0.00125%
	2	5, 6	7X0PB8	Lafayette Centre	82,500,000	121	120	3/6/2027	0	0	$295,967 	0.0050%	0.0000%
	3	7, 8, 9, 10	4F3745	U.S. Industrial Portfolio	74,817,156	120	114	9/4/2026	NAP	NAP	$281,125 	0.0025%	0.0025%
	3.01	 	4F3745	Hannibal	 	 	 	 	 	 	 	 	 
	3.02	 	4F3745	Kraco	 	 	 	 	 	 	 	 	 
	3.03	 	4F3745	New WinCup - Phoenix	 	 	 	 	 	 	 	 	 
	3.04	 	4F3745	Worlds Finest Chocolates	 	 	 	 	 	 	 	 	 
	3.05	 	4F3745	SET - MI	 	 	 	 	 	 	 	 	 
	3.06	 	4F3745	Plaid - Decatur	 	 	 	 	 	 	 	 	 
	3.07	 	4F3745	Oracle Packaging	 	 	 	 	 	 	 	 	 
	3.08	 	4F3745	TestAmerica - West SAC	 	 	 	 	 	 	 	 	 
	3.09	 	4F3745	TestAmerica - Arvada	 	 	 	 	 	 	 	 	 
	3.1	 	4F3745	Northwest Mailing Service	 	 	 	 	 	 	 	 	 
	3.11	 	4F3745	Lyons	 	 	 	 	 	 	 	 	 
	3.12	 	4F3745	Wilbert Plastics	 	 	 	 	 	 	 	 	 
	3.13	 	4F3745	Angstrom Graphics	 	 	 	 	 	 	 	 	 
	3.14	 	4F3745	New WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 
	3.15	 	4F3745	Universal Pool - Armory	 	 	 	 	 	 	 	 	 
	3.16	 	4F3745	Jade-Sterling - IL	 	 	 	 	 	 	 	 	 
	3.17	 	4F3745	Plaid - Norcross	 	 	 	 	 	 	 	 	 
	3.18	 	4F3745	Phillips and Temro	 	 	 	 	 	 	 	 	 
	3.19	 	4F3745	TestAmerica - Savannah	 	 	 	 	 	 	 	 	 
	3.2	 	4F3745	Hover-Davis	 	 	 	 	 	 	 	 	 
	3.21	 	4F3745	Jade-Sterling - OH	 	 	 	 	 	 	 	 	 
	3.22	 	4F3745	Fitz Aerospace	 	 	 	 	 	 	 	 	 
	3.23	 	4F3745	MVP Charleston	 	 	 	 	 	 	 	 	 
	3.24	 	4F3745	Paragon Tech	 	 	 	 	 	 	 	 	 
	3.25	 	4F3745	Aramsco and Bulls Eye	 	 	 	 	 	 	 	 	 
	3.26	 	4F3745	Shale-Inland	 	 	 	 	 	 	 	 	 
	3.27	 	4F3745	M.P. Pumps	 	 	 	 	 	 	 	 	 
	3.28	 	4F3745	TestAmerica - Pensacola	 	 	 	 	 	 	 	 	 
	3.29	 	4F3745	Microfinish	 	 	 	 	 	 	 	 	 
	3.3	 	4F3745	MVP Mayfield	 	 	 	 	 	 	 	 	 
	3.31	 	4F3745	Builders FirstSource	 	 	 	 	 	 	 	 	 
	3.32	 	4F3745	Banner	 	 	 	 	 	 	 	 	 
	3.33	 	4F3745	SET - IN	 	 	 	 	 	 	 	 	 
	3.34	 	4F3745	Progressive Metal	 	 	 	 	 	 	 	 	 
	3.35	 	4F3745	Universal Pool - 166th	 	 	 	 	 	 	 	 	 
	3.36	 	4F3745	SITEL	 	 	 	 	 	 	 	 	 
	3.37	 	4F3745	TestAmerica - Tallahassee	 	 	 	 	 	 	 	 	 
	3.38	 	4F3745	Texas Die Casting	 	 	 	 	 	 	 	 	 
	3.39	 	4F3745	TestAmerica - Corpus Christi	 	 	 	 	 	 	 	 	 
	4	11, 12	7X3Y63	GSK R&D Centre	72,500,000	120	118	1/6/2027	0	0	$241,654 	0.0050%	0.0100%
	5	 	3C0746	935 Madison Avenue	70,000,000	120	119	2/6/2027	0	0	$273,095 	0.0050%	0.0000%
	6	 	3C3M76	Lasko Portfolio	65,650,000	120	120	3/6/2027	360	360	$347,505 	0.0050%	0.0100%
	6.01	 	3C3M76	Lasko Franklin	 	 	 	 	 	 	 	 	 
	6.02	 	3C3M76	Lasko Fort Worth	 	 	 	 	 	 	 	 	 
	7	 	6YYFY6	Writer Square	59,622,561	120	118	1/6/2027	0	0	$256,840 	0.0050%	0.0000%
	8	12, 13	3CL419	Ericsson North American HQ	58,000,000	120	118	1/6/2027	360	360	$292,432 	0.0050%	0.0000%
	9	 	6YRTI1	700 Broadway	51,000,000	120	118	1/6/2027	0	0	$189,209 	0.0050%	0.0000%
	10	 	6YUEN9	Lyric Centre	48,000,000	120	119	2/6/2027	0	0	$170,293 	0.0050%	0.0000%
	11	 	6YTHG4	River Front Shopping Center	44,200,000	120	118	1/6/2027	0	0	$165,643 	0.0050%	0.0000%
	12	14	9049W4	Simon Premium Outlets	34,660,720	120	114	9/6/2026	360	354	$153,931 	0.0025%	0.0025%
	12.01	 	9049W4	Queenstown Premium Outlets	 	 	 	 	 	 	 	 	 
	12.02	 	9049W4	Pismo Beach Premium Outlets	 	 	 	 	 	 	 	 	 
	13	 	7X4191	RSI Distribution Center	33,500,000	120	119	2/6/2027	0	0	$140,899 	0.0025%	0.0200%
	14	15	6Y2XK6	AMA Plaza	30,000,000	60	55	10/6/2021	0	0	$66,241 	0.0025%	0.0025%
	15	16	9007T1	North Run Business Park	28,000,000	120	118	1/6/2027	360	360	$158,454 	0.0050%	0.0300%
	16	 	6YQO23	20 West 37th Street	27,500,000	120	118	1/6/2027	0	0	$109,936 	0.0050%	0.0200%
	17	6, 17	7X1LA4	Pentagon Center	25,000,000	121	120	3/6/2027	0	0	$91,377 	0.0050%	0.0000%
	18	18	5J6OE0	225 Bush Street	22,000,000	60	56	11/6/2021	0	0	$68,388 	0.0025%	0.0025%
	19	19	6Y2M69	604 Mission Street	18,702,002	120	118	1/6/2027	360	358	$100,276 	0.0050%	0.0300%
	20	20	3C3L36	Largo 95	16,400,000	120	118	1/6/2027	360	360	$88,963 	0.0050%	0.0100%
	21	21, 22	6YUBZ5	Towneplace Suites Fort Walton Beach	15,945,782	120	118	1/6/2027	300	298	$95,842 	0.0050%	0.0300%
	22	 	3CL3OD	Market at Cedar Hill	14,200,000	120	119	2/6/2027	360	360	$78,369 	0.0025%	0.0500%
	23	23	6Y2MT9	Home2 Suites Tuscaloosa	11,700,000	120	118	1/6/2027	360	360	$62,940 	0.0050%	0.0000%
	24	24	6Y0E47	Rainbow & Badura	10,700,000	120	116	11/6/2026	360	360	$55,058 	0.0050%	0.0000%
	25	 	3CCWC4	Lancaster DMV	9,481,644	120	119	2/6/2027	300	299	$56,250 	0.0050%	0.0000%
	26	 	3CLUG7	Walgreens Citrus Heights	7,000,000	120	119	2/6/2027	360	360	$37,040 	0.0050%	0.0000%
	27	 	3CM623	Best Buy Braintree	6,600,000	120	118	1/6/2027	0	0	$26,878 	0.0050%	0.0400%
	28	25	6YTRK4	Owl Creek Commons	5,786,000	120	119	2/6/2027	360	360	$30,940 	0.0050%	0.0000%
	29	 	7X44M9	Aurora Commons	5,625,000	120	119	2/6/2027	360	360	$29,451 	0.0050%	0.0200%
	30	 	3CM615	Best Buy Fort Lauderdale	4,500,000	120	118	1/6/2027	0	0	$17,147 	0.0050%	0.0400%
	31	 	7Q8XM6	Mills Shopping Center	4,350,000	120	117	12/6/2026	360	360	$24,191 	0.0050%	0.0700%
	32	26	7XOPH5	Santa Cruz Plaza	4,000,000	120	119	2/6/2027	360	360	$21,266 	0.0050%	0.0000%


 



     


     


    

 

	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Property Name	Interest Accrual Method	Ownership Interest	Crossed Group	Originator	Mortgage Loan Seller	Carve-out Guarantor	Letter of Credit	Upfront RE Tax Reserve ($)	Ongoing RE Tax Reserve ($)
	1	3, 4	6Y2NA9	350 Park Avenue	Actual/360	Fee Simple	NAP	GSMC, DBNY	GSMC	None	No	$0	$0
	2	5, 6	7X0PB8	Lafayette Centre	Actual/360	Fee Simple	NAP	GSMC	GSMC	None	No	$0	$0
	3	7, 8, 9, 10	4F3745	U.S. Industrial Portfolio	Actual/360	 	NAP	GSMC	GSMC	Michael W. Brennan, Robert G. Vanecko, Scott D. McKibben, Samuel A. Mandarino, Allen Crosswell, Tod Greenwood and Troy MacMane	No	$0	$0
	3.01	 	4F3745	Hannibal	 	Fee Simple	 	 	 	 	 	 	 
	3.02	 	4F3745	Kraco	 	Fee Simple	 	 	 	 	 	 	 
	3.03	 	4F3745	New WinCup - Phoenix	 	Fee Simple	 	 	 	 	 	 	 
	3.04	 	4F3745	Worlds Finest Chocolates	 	Fee Simple	 	 	 	 	 	 	 
	3.05	 	4F3745	SET - MI	 	Fee Simple	 	 	 	 	 	 	 
	3.06	 	4F3745	Plaid - Decatur	 	Fee Simple	 	 	 	 	 	 	 
	3.07	 	4F3745	Oracle Packaging	 	Fee Simple	 	 	 	 	 	 	 
	3.08	 	4F3745	TestAmerica - West SAC	 	Fee Simple	 	 	 	 	 	 	 
	3.09	 	4F3745	TestAmerica - Arvada	 	Fee Simple	 	 	 	 	 	 	 
	3.1	 	4F3745	Northwest Mailing Service	 	Fee Simple	 	 	 	 	 	 	 
	3.11	 	4F3745	Lyons	 	Fee Simple	 	 	 	 	 	 	 
	3.12	 	4F3745	Wilbert Plastics	 	Fee Simple	 	 	 	 	 	 	 
	3.13	 	4F3745	Angstrom Graphics	 	Fee Simple	 	 	 	 	 	 	 
	3.14	 	4F3745	New WinCup - Stone Mountain	 	Fee Simple	 	 	 	 	 	 	 
	3.15	 	4F3745	Universal Pool - Armory	 	Fee Simple	 	 	 	 	 	 	 
	3.16	 	4F3745	Jade-Sterling - IL	 	Fee Simple	 	 	 	 	 	 	 
	3.17	 	4F3745	Plaid - Norcross	 	Fee Simple	 	 	 	 	 	 	 
	3.18	 	4F3745	Phillips and Temro	 	Fee Simple	 	 	 	 	 	 	 
	3.19	 	4F3745	TestAmerica - Savannah	 	Fee Simple	 	 	 	 	 	 	 
	3.2	 	4F3745	Hover-Davis	 	Fee Simple	 	 	 	 	 	 	 
	3.21	 	4F3745	Jade-Sterling - OH	 	Fee Simple	 	 	 	 	 	 	 
	3.22	 	4F3745	Fitz Aerospace	 	Fee Simple	 	 	 	 	 	 	 
	3.23	 	4F3745	MVP Charleston	 	Fee Simple	 	 	 	 	 	 	 
	3.24	 	4F3745	Paragon Tech	 	Fee Simple	 	 	 	 	 	 	 
	3.25	 	4F3745	Aramsco and Bulls Eye	 	Fee Simple	 	 	 	 	 	 	 
	3.26	 	4F3745	Shale-Inland	 	Fee Simple	 	 	 	 	 	 	 
	3.27	 	4F3745	M.P. Pumps	 	Fee Simple	 	 	 	 	 	 	 
	3.28	 	4F3745	TestAmerica - Pensacola	 	Fee Simple	 	 	 	 	 	 	 
	3.29	 	4F3745	Microfinish	 	Fee Simple	 	 	 	 	 	 	 
	3.3	 	4F3745	MVP Mayfield	 	Fee Simple	 	 	 	 	 	 	 
	3.31	 	4F3745	Builders FirstSource	 	Fee Simple	 	 	 	 	 	 	 
	3.32	 	4F3745	Banner	 	Fee Simple	 	 	 	 	 	 	 
	3.33	 	4F3745	SET - IN	 	Fee Simple	 	 	 	 	 	 	 
	3.34	 	4F3745	Progressive Metal	 	Fee Simple	 	 	 	 	 	 	 
	3.35	 	4F3745	Universal Pool - 166th	 	Fee Simple	 	 	 	 	 	 	 
	3.36	 	4F3745	SITEL	 	Fee Simple	 	 	 	 	 	 	 
	3.37	 	4F3745	TestAmerica - Tallahassee	 	Fee Simple	 	 	 	 	 	 	 
	3.38	 	4F3745	Texas Die Casting	 	Fee Simple	 	 	 	 	 	 	 
	3.39	 	4F3745	TestAmerica - Corpus Christi	 	Fee Simple	 	 	 	 	 	 	 
	4	11, 12	7X3Y63	GSK R&D Centre	Actual/360	Fee Simple	NAP	GSMC	GSMC	DataCore Fund L.P.	No	$0	$0
	5	 	3C0746	935 Madison Avenue	Actual/360	Fee Simple	NAP	GSMC	GSMC	Daniel E. Straus	No	$0	$0
	6	 	3C3M76	Lasko Portfolio	Actual/360	 	NAP	GSMC	GSMC	AG Net Lease III (SO) Corp. and AG Net Lease III Corp.	No	$0	$0
	6.01	 	3C3M76	Lasko Franklin	 	Fee Simple	 	 	 	 	 	 	 
	6.02	 	3C3M76	Lasko Fort Worth	 	Fee Simple	 	 	 	 	 	 	 
	7	 	6YYFY6	Writer Square	Actual/360	Fee Simple	NAP	GSMC	GSMC	E. Stanley Kroenke, KW Partnership, L.P. and KW Two Partnership, L.P.	No	$0	$0
	8	12, 13	3CL419	Ericsson North American HQ	Actual/360	Fee Simple	NAP	GSMC	GSMC	LCN North American Fund II REIT	No	$0	$0
	9	 	6YRTI1	700 Broadway	Actual/360	Fee Simple	NAP	GSMC	GSMC	Bradford Allen Enterprises LLC	No	$225,268	$112,634
	10	 	6YUEN9	Lyric Centre	Actual/360	Fee Simple	NAP	GSMC	GSMC	Doctors Center, Inc.	No	$237,918	$118,959
	11	 	6YTHG4	River Front Shopping Center	Actual/360	Fee Simple	NAP	GSMC	GSMC	Laury Pensa	No	$69,295	$69,295
	12	14	9049W4	Simon Premium Outlets	Actual/360	 	NAP	GSMC	GSMC	Simon Property Group, L.P.	No	$0	$0
	12.01	 	9049W4	Queenstown Premium Outlets	 	Fee Simple	 	 	 	 	 	 	 
	12.02	 	9049W4	Pismo Beach Premium Outlets	 	Fee Simple	 	 	 	 	 	 	 
	13	 	7X4191	RSI Distribution Center	Actual/360	Fee Simple	NAP	GSMC	GSMC	William G. Bloodgood and David P. Mileski	No	$0	$0
	14	15	6Y2XK6	AMA Plaza	Actual/360	Fee Simple and Leasehold	NAP	GSMC	GSMC	BCSP VII Investments, L.P.	No	$0	$0
	15	16	9007T1	North Run Business Park	Actual/360	Fee Simple	NAP	GSMC	GSMC	Ronald J. Cohen	No	$59,273	$19,758
	16	 	6YQO23	20 West 37th Street	Actual/360	Fee Simple	NAP	GSMC	GSMC	Northern Estates Corp., Colorado Fund, LLC and Juan Jorge Neuss	No	$177,184	$59,061
	17	6, 17	7X1LA4	Pentagon Center	Actual/360	Fee Simple	NAP	GSMC, MS	GSMC	None	No	$0	$0
	18	18	5J6OE0	225 Bush Street	Actual/360	Fee Simple	NAP	GSCRE	GSMC	Kylli Inc.	No	$2,208,429	$162,477
	19	19	6Y2M69	604 Mission Street	Actual/360	Fee Simple	NAP	GSMC	GSMC	Allan Serviansky, Robert Oppenheim, Daniel Warman, Robert Dumas and Patrick Hubbard	No	$39,289	$5,781
	20	20	3C3L36	Largo 95	Actual/360	Fee Simple	NAP	GSMC	GSMC	Maurice Louis Offen	No	$112,883	$22,577
	21	21, 22	6YUBZ5	Towneplace Suites Fort Walton Beach	Actual/360	Fee Simple	NAP	GSMC	GSMC	Dewey F. Weaver, Jr. and Woodbine Holdings, Ltd.	No	$0	$7,453
	22	 	3CL3OD	Market at Cedar Hill	Actual/360	Fee Simple	NAP	GSMC	GSMC	Jeffrey L. Olyan	No	$60,589	$30,294
	23	23	6Y2MT9	Home2 Suites Tuscaloosa	Actual/360	Fee Simple	NAP	GSMC	GSMC	Michael V. Harrell	No	$20,199	$10,100
	24	24	6Y0E47	Rainbow & Badura	Actual/360	Fee Simple	NAP	GSMC	GSMC	Andrew J. Sobel	No	$0	$0
	25	 	3CCWC4	Lancaster DMV	Actual/360	Fee Simple	NAP	GSMC	GSMC	Deanna Magnon, The Magnon Legacy Gift Trust and The Deanna Rae Magnon Trust	No	$6,595	$1,045
	26	 	3CLUG7	Walgreens Citrus Heights	Actual/360	Fee Simple	NAP	GSMC	GSMC	John E. Young	No	$0	$0
	27	 	3CM623	Best Buy Braintree	Actual/360	Fee Simple	NAP	GSMC	GSMC	Richard D. Squires	No	$0	$0
	28	25	6YTRK4	Owl Creek Commons	Actual/360	Fee Simple	NAP	GSMC	GSMC	The David E. Salmanson GST Exempt Trust - 2015	No	$7,801	$1,560
	29	 	7X44M9	Aurora Commons	Actual/360	Fee Simple	NAP	GSMC	GSMC	Joseph G. Padanilam	No	$0	$7,648
	30	 	3CM615	Best Buy Fort Lauderdale	Actual/360	Leasehold	NAP	GSMC	GSMC	Richard D. Squires	No	$0	$0
	31	 	7Q8XM6	Mills Shopping Center	Actual/360	Fee Simple	NAP	GSMC	GSMC	Dave Stanchak and Hugh (Herky) Pollock	No	$16,306	$4,077
	32	26	7XOPH5	Santa Cruz Plaza	Actual/360	Fee Simple	NAP	GSMC	GSMC	Myer Solovy and Chaim Treibatch	No	$0	$3,421


 



     


     


    

 


	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Property Name	Upfront Insurance Reserve ($)	Ongoing Insurance Reserve ($)	Upfront Replacement Reserve ($)	Ongoing Replacement Reserve ($)	Replacement Reserve Caps ($)	Upfront TI/LC Reserve ($)	Ongoing TI/LC Reserve ($)	TI/LC Caps ($)	Upfront Debt Service Reserve ($)
	1	3, 4	6Y2NA9	350 Park Avenue	$0	$0	$0	$0	$228,314	$1,829,270	$0	$2,283,136	$0
	2	5, 6	7X0PB8	Lafayette Centre	$0	$0	$0	$0	$0	$0	$0	$0	$0
	3	7, 8, 9, 10	4F3745	U.S. Industrial Portfolio	$0	$0	$1,259,746	$0	$1,259,746	$3,000,000	$0	$4,500,000	$0
	3.01	 	4F3745	Hannibal	 	 	 	 	 	 	 	 	 
	3.02	 	4F3745	Kraco	 	 	 	 	 	 	 	 	 
	3.03	 	4F3745	New WinCup - Phoenix	 	 	 	 	 	 	 	 	 
	3.04	 	4F3745	Worlds Finest Chocolates	 	 	 	 	 	 	 	 	 
	3.05	 	4F3745	SET - MI	 	 	 	 	 	 	 	 	 
	3.06	 	4F3745	Plaid - Decatur	 	 	 	 	 	 	 	 	 
	3.07	 	4F3745	Oracle Packaging	 	 	 	 	 	 	 	 	 
	3.08	 	4F3745	TestAmerica - West SAC	 	 	 	 	 	 	 	 	 
	3.09	 	4F3745	TestAmerica - Arvada	 	 	 	 	 	 	 	 	 
	3.1	 	4F3745	Northwest Mailing Service	 	 	 	 	 	 	 	 	 
	3.11	 	4F3745	Lyons	 	 	 	 	 	 	 	 	 
	3.12	 	4F3745	Wilbert Plastics	 	 	 	 	 	 	 	 	 
	3.13	 	4F3745	Angstrom Graphics	 	 	 	 	 	 	 	 	 
	3.14	 	4F3745	New WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 
	3.15	 	4F3745	Universal Pool - Armory	 	 	 	 	 	 	 	 	 
	3.16	 	4F3745	Jade-Sterling - IL	 	 	 	 	 	 	 	 	 
	3.17	 	4F3745	Plaid - Norcross	 	 	 	 	 	 	 	 	 
	3.18	 	4F3745	Phillips and Temro	 	 	 	 	 	 	 	 	 
	3.19	 	4F3745	TestAmerica - Savannah	 	 	 	 	 	 	 	 	 
	3.2	 	4F3745	Hover-Davis	 	 	 	 	 	 	 	 	 
	3.21	 	4F3745	Jade-Sterling - OH	 	 	 	 	 	 	 	 	 
	3.22	 	4F3745	Fitz Aerospace	 	 	 	 	 	 	 	 	 
	3.23	 	4F3745	MVP Charleston	 	 	 	 	 	 	 	 	 
	3.24	 	4F3745	Paragon Tech	 	 	 	 	 	 	 	 	 
	3.25	 	4F3745	Aramsco and Bulls Eye	 	 	 	 	 	 	 	 	 
	3.26	 	4F3745	Shale-Inland	 	 	 	 	 	 	 	 	 
	3.27	 	4F3745	M.P. Pumps	 	 	 	 	 	 	 	 	 
	3.28	 	4F3745	TestAmerica - Pensacola	 	 	 	 	 	 	 	 	 
	3.29	 	4F3745	Microfinish	 	 	 	 	 	 	 	 	 
	3.3	 	4F3745	MVP Mayfield	 	 	 	 	 	 	 	 	 
	3.31	 	4F3745	Builders FirstSource	 	 	 	 	 	 	 	 	 
	3.32	 	4F3745	Banner	 	 	 	 	 	 	 	 	 
	3.33	 	4F3745	SET - IN	 	 	 	 	 	 	 	 	 
	3.34	 	4F3745	Progressive Metal	 	 	 	 	 	 	 	 	 
	3.35	 	4F3745	Universal Pool - 166th	 	 	 	 	 	 	 	 	 
	3.36	 	4F3745	SITEL	 	 	 	 	 	 	 	 	 
	3.37	 	4F3745	TestAmerica - Tallahassee	 	 	 	 	 	 	 	 	 
	3.38	 	4F3745	Texas Die Casting	 	 	 	 	 	 	 	 	 
	3.39	 	4F3745	TestAmerica - Corpus Christi	 	 	 	 	 	 	 	 	 
	4	11, 12	7X3Y63	GSK R&D Centre	$0	$0	$0	$0	$0	$0	$0	$0	$0
	5	 	3C0746	935 Madison Avenue	$0	$0	$0	$0	$8,077	$0	$0	$80,772	$0
	6	 	3C3M76	Lasko Portfolio	$0	$0	$0	$0	$444,925	$0	$0	$0	$0
	6.01	 	3C3M76	Lasko Franklin	 	 	 	 	 	 	 	 	 
	6.02	 	3C3M76	Lasko Fort Worth	 	 	 	 	 	 	 	 	 
	7	 	6YYFY6	Writer Square	$0	$0	$0	$0	$0	$0	$0	$750,000	$0
	8	12, 13	3CL419	Ericsson North American HQ	$0	$0	$0	$0	$0	$0	$0	$0	$0
	9	 	6YRTI1	700 Broadway	$32,124	$5,354	$0	$5,310	$223,005	$0	$17,699	$0	$0
	10	 	6YUEN9	Lyric Centre	$0	$0	$0	$6,367	$0	$0	$39,796	$1,910,230	$0
	11	 	6YTHG4	River Front Shopping Center	$109,665	$9,303	$0	$1,906	$0	$0	$14,293	$514,490	$0
	12	14	9049W4	Simon Premium Outlets	$0	$0	$0	$0	$0	$0	$0	$0	$0
	12.01	 	9049W4	Queenstown Premium Outlets	 	 	 	 	 	 	 	 	 
	12.02	 	9049W4	Pismo Beach Premium Outlets	 	 	 	 	 	 	 	 	 
	13	 	7X4191	RSI Distribution Center	$0	$0	$0	$12,500	$300,000	$0	$0	$2,000,000	$0
	14	15	6Y2XK6	AMA Plaza	$0	$0	$0	$0	$0	$0	$0	$0	$0
	15	16	9007T1	North Run Business Park	$5,818	$2,909	$450,000	$4,811	$0	$800,000	$27,265	$0	$0
	16	 	6YQO23	20 West 37th Street	$0	$0	$0	$1,606	$0	$0	$12,850	$465,000	$0
	17	6, 17	7X1LA4	Pentagon Center	$0	$0	$0	$0	$0	$0	$0	$0	$0
	18	18	5J6OE0	225 Bush Street	$109,121	$15,589	$0	$11,987	$0	$0	$95,894	$0	$0
	19	19	6Y2M69	604 Mission Street	$0	$0	$0	$447	$0	$650,000	$0	$650,000	$0
	20	20	3C3L36	Largo 95	$0	$0	$0	$3,495	$0	$0	$34,937	$750,000	$0
	21	21, 22	6YUBZ5	Towneplace Suites Fort Walton Beach	$0	$0	$0	$20,191	$0	$0	$0	$0	$0
	22	 	3CL3OD	Market at Cedar Hill	$0	$0	$0	$1,605	$57,750	$450,000	$0	$450,000	$0
	23	23	6Y2MT9	Home2 Suites Tuscaloosa	$0	$0	$6,958	$6,958	$0	$0	$0	$0	$0
	24	24	6Y0E47	Rainbow & Badura	$0	$0	$0	$333	$25,000	$0	$1,111	$500,000	$0
	25	 	3CCWC4	Lancaster DMV	$0	$0	$0	$459	$0	$0	$2,294	$0	$60,047
	26	 	3CLUG7	Walgreens Citrus Heights	$0	$0	$0	$0	$0	$0	$0	$0	$0
	27	 	3CM623	Best Buy Braintree	$0	$0	$0	$0	$0	$0	$0	$0	$0
	28	25	6YTRK4	Owl Creek Commons	$0	$0	$0	$285	$17,126	$140,000	$0	$230,000	$0
	29	 	7X44M9	Aurora Commons	$2,404	$1,202	$0	$1,132	$0	$0	$6,250	$375,000	$0
	30	 	3CM615	Best Buy Fort Lauderdale	$0	$0	$0	$0	$0	$0	$0	$0	$0
	31	 	7Q8XM6	Mills Shopping Center	$0	$0	$0	$159	$0	$55,000	$1,591	$75,000	$0
	32	26	7XOPH5	Santa Cruz Plaza	$0	$0	$0	$356	$0	$150,000	$2,370	$175,000	$0
	 	 	 	 	 	 	 	 	 	 	 	 	 


 



     


     


    

 


	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Property Name	Ongoing Debt Service Reserve ($)	Upfront Deferred Maintenance Reserve ($)	Ongoing Deferred Maintenance Reserve ($)	Upfront Environmental Reserve ($)	Ongoing Environmental Reserve ($)	Upfront Other Reserve ($)	Ongoing Other Reserve ($)	Other Reserve Description	Grace Period- Default
	1	3, 4	6Y2NA9	350 Park Avenue	$0	$0	$0	$0	$0	$1,413,328	$0	Free Rent Reserve ($1,413,328)	0
	2	5, 6	7X0PB8	Lafayette Centre	$0	$0	$0	$0	$0	$3,572,450	$0	Unfunded Obligations Reserve	0
	3	7, 8, 9, 10	4F3745	U.S. Industrial Portfolio	$0	$0	$0	$0	$0	$5,816,966	$0	Plaid Expansion Construction Reserve	0
	3.01	 	4F3745	Hannibal	 	 	 	 	 	 	 	 	 
	3.02	 	4F3745	Kraco	 	 	 	 	 	 	 	 	 
	3.03	 	4F3745	New WinCup - Phoenix	 	 	 	 	 	 	 	 	 
	3.04	 	4F3745	Worlds Finest Chocolates	 	 	 	 	 	 	 	 	 
	3.05	 	4F3745	SET - MI	 	 	 	 	 	 	 	 	 
	3.06	 	4F3745	Plaid - Decatur	 	 	 	 	 	 	 	 	 
	3.07	 	4F3745	Oracle Packaging	 	 	 	 	 	 	 	 	 
	3.08	 	4F3745	TestAmerica - West SAC	 	 	 	 	 	 	 	 	 
	3.09	 	4F3745	TestAmerica - Arvada	 	 	 	 	 	 	 	 	 
	3.1	 	4F3745	Northwest Mailing Service	 	 	 	 	 	 	 	 	 
	3.11	 	4F3745	Lyons	 	 	 	 	 	 	 	 	 
	3.12	 	4F3745	Wilbert Plastics	 	 	 	 	 	 	 	 	 
	3.13	 	4F3745	Angstrom Graphics	 	 	 	 	 	 	 	 	 
	3.14	 	4F3745	New WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 
	3.15	 	4F3745	Universal Pool - Armory	 	 	 	 	 	 	 	 	 
	3.16	 	4F3745	Jade-Sterling - IL	 	 	 	 	 	 	 	 	 
	3.17	 	4F3745	Plaid - Norcross	 	 	 	 	 	 	 	 	 
	3.18	 	4F3745	Phillips and Temro	 	 	 	 	 	 	 	 	 
	3.19	 	4F3745	TestAmerica - Savannah	 	 	 	 	 	 	 	 	 
	3.2	 	4F3745	Hover-Davis	 	 	 	 	 	 	 	 	 
	3.21	 	4F3745	Jade-Sterling - OH	 	 	 	 	 	 	 	 	 
	3.22	 	4F3745	Fitz Aerospace	 	 	 	 	 	 	 	 	 
	3.23	 	4F3745	MVP Charleston	 	 	 	 	 	 	 	 	 
	3.24	 	4F3745	Paragon Tech	 	 	 	 	 	 	 	 	 
	3.25	 	4F3745	Aramsco and Bulls Eye	 	 	 	 	 	 	 	 	 
	3.26	 	4F3745	Shale-Inland	 	 	 	 	 	 	 	 	 
	3.27	 	4F3745	M.P. Pumps	 	 	 	 	 	 	 	 	 
	3.28	 	4F3745	TestAmerica - Pensacola	 	 	 	 	 	 	 	 	 
	3.29	 	4F3745	Microfinish	 	 	 	 	 	 	 	 	 
	3.3	 	4F3745	MVP Mayfield	 	 	 	 	 	 	 	 	 
	3.31	 	4F3745	Builders FirstSource	 	 	 	 	 	 	 	 	 
	3.32	 	4F3745	Banner	 	 	 	 	 	 	 	 	 
	3.33	 	4F3745	SET - IN	 	 	 	 	 	 	 	 	 
	3.34	 	4F3745	Progressive Metal	 	 	 	 	 	 	 	 	 
	3.35	 	4F3745	Universal Pool - 166th	 	 	 	 	 	 	 	 	 
	3.36	 	4F3745	SITEL	 	 	 	 	 	 	 	 	 
	3.37	 	4F3745	TestAmerica - Tallahassee	 	 	 	 	 	 	 	 	 
	3.38	 	4F3745	Texas Die Casting	 	 	 	 	 	 	 	 	 
	3.39	 	4F3745	TestAmerica - Corpus Christi	 	 	 	 	 	 	 	 	 
	4	11, 12	7X3Y63	GSK R&D Centre	$0	$0	$0	$0	$0	$0	$0	 	0
	5	 	3C0746	935 Madison Avenue	$0	$0	$0	$0	$0	$2,256,785	$0	Unfunded Obligations Reserve	0
	6	 	3C3M76	Lasko Portfolio	$0	$0	$0	$0	$0	$0	$0	 	0
	6.01	 	3C3M76	Lasko Franklin	 	 	 	 	 	 	 	 	 
	6.02	 	3C3M76	Lasko Fort Worth	 	 	 	 	 	 	 	 	 
	7	 	6YYFY6	Writer Square	$0	$0	$0	$0	$0	$0	$0	 	0
	8	12, 13	3CL419	Ericsson North American HQ	$0	$0	$0	$0	$0	$0	$0	 	0
	9	 	6YRTI1	700 Broadway	$0	$0	$0	$0	$0	$1,853,091	$0	TI/LC & CapEx Reserve ($1,450,000), LL Obligation Reserve ($403,090.93)	0
	10	 	6YUEN9	Lyric Centre	$0	$112,500	$0	$0	$0	$955,476	$0	Unfunded Obligations Reserve	0
	11	 	6YTHG4	River Front Shopping Center	$0	$0	$0	$0	$0	$0	$0	 	0
	12	14	9049W4	Simon Premium Outlets	$0	$0	$0	$0	$0	$0	$0	 	0
	12.01	 	9049W4	Queenstown Premium Outlets	 	 	 	 	 	 	 	 	 
	12.02	 	9049W4	Pismo Beach Premium Outlets	 	 	 	 	 	 	 	 	 
	13	 	7X4191	RSI Distribution Center	$0	$0	$0	$0	$0	$0	$0	 	0
	14	15	6Y2XK6	AMA Plaza	$0	$0	$0	$0	$0	$5,954,009	$0	Unfunded Obligations Reserve	0
	15	16	9007T1	North Run Business Park	$0	$30,030	$0	$0	$0	$567,812	$0	Unfunded Obligations Reserve	0
	16	 	6YQO23	20 West 37th Street	$0	$0	$0	$0	$0	$0	$0	 	0
	17	6, 17	7X1LA4	Pentagon Center	$0	$0	$0	$0	$0	$16,959,724	$0	Unfunded Obligations Reserve	0
	18	18	5J6OE0	225 Bush Street	$0	$0	$0	$0	$0	$0	$0	 	0
	19	19	6Y2M69	604 Mission Street	$0	$0	$0	$0	$0	$0	$0	 	0
	20	20	3C3L36	Largo 95	$0	$8,690	$0	$0	$0	$2,058,000	$0	Earnout Reserve ($1,750,000), Unfunded Obligations Reserve ($308,000)	0
	21	21, 22	6YUBZ5	Towneplace Suites Fort Walton Beach	$0	$0	$0	$0	$0	$40,000	$0	Seasonality Reserve ($40,000)	0
	22	 	3CL3OD	Market at Cedar Hill	$0	$36,300	$0	$0	$0	$92,300	$0	Unfunded Obligations Reserve ($91,800), Set Up Fee ($500)	0
	23	23	6Y2MT9	Home2 Suites Tuscaloosa	$0	$0	$0	$0	$0	$0	$0	 	0
	24	24	6Y0E47	Rainbow & Badura	$0	$0	$0	$0	$0	$455,317	$0	Verizon Reserve ($217,452.19), Pearle Vision Reserve ($186,956.80), Café Zupas Reserve ($50,907.85)	0
	25	 	3CCWC4	Lancaster DMV	$0	$0	$0	$0	$0	$0	$0	 	0
	26	 	3CLUG7	Walgreens Citrus Heights	$0	$0	$0	$0	$0	$0	$0	 	0
	27	 	3CM623	Best Buy Braintree	$0	$0	$0	$0	$0	$0	$0	 	0
	28	25	6YTRK4	Owl Creek Commons	$0	$0	$0	$0	$0	$242,461	$0	Unfunded Obligations Reserve	0
	29	 	7X44M9	Aurora Commons	$0	$300,000	$0	$0	$0	$20,000	$0	Outstanding TI Allowance	0
	30	 	3CM615	Best Buy Fort Lauderdale	$0	$0	$0	$0	$0	$0	$0	 	0
	31	 	7Q8XM6	Mills Shopping Center	$0	$4,278	$0	$0	$0	$0	$0	 	0
	32	26	7XOPH5	Santa Cruz Plaza	$0	$0	$0	$0	$0	$300,000	$0	97 Cent Reserve ($175,000), Sprint Reserve ($125,000)	0
	 	 	 	 	 	 	 	 	 	 	 	 	 


 



     


     


    

 


	GS5	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Property Name	Grace Period- Late Fee	Cash Management	Lockbox	General Property Type	Prepayment Provision (2)	Interest Accrual Method	 Rooms, Sq Ft 	Unit Description
	1	3, 4	6Y2NA9	350 Park Avenue	0	Springing	Hard	Office	Lockout/27_Defeasance/87_0%/7	Actual/360	570,784	sf
	2	5, 6	7X0PB8	Lafayette Centre	0	Springing	Hard	Office	Lockout/25_Defeasance/91_0%/5	Actual/360	793,553	sf
	3	7, 8, 9, 10	4F3745	U.S. Industrial Portfolio	3	Springing	Hard	 	Lockout/30_Defeasance/86_0%/4	Actual/360	6,298,728	sf
	3.01	 	4F3745	Hannibal	 	 	 	Industrial	 	 	429,122	sf
	3.02	 	4F3745	Kraco	 	 	 	Industrial	 	 	364,440	sf
	3.03	 	4F3745	New WinCup - Phoenix	 	 	 	Industrial	 	 	322,070	sf
	3.04	 	4F3745	Worlds Finest Chocolates	 	 	 	Industrial	 	 	434,252	sf
	3.05	 	4F3745	SET - MI	 	 	 	Industrial	 	 	284,351	sf
	3.06	 	4F3745	Plaid - Decatur	 	 	 	Industrial	 	 	282,514	sf
	3.07	 	4F3745	Oracle Packaging	 	 	 	Industrial	 	 	437,911	sf
	3.08	 	4F3745	TestAmerica - West SAC	 	 	 	Industrial	 	 	66,203	sf
	3.09	 	4F3745	TestAmerica - Arvada	 	 	 	Industrial	 	 	57,966	sf
	3.1	 	4F3745	Northwest Mailing Service	 	 	 	Industrial	 	 	228,032	sf
	3.11	 	4F3745	Lyons	 	 	 	Industrial	 	 	172,758	sf
	3.12	 	4F3745	Wilbert Plastics	 	 	 	Industrial	 	 	257,086	sf
	3.13	 	4F3745	Angstrom Graphics	 	 	 	Industrial	 	 	231,505	sf
	3.14	 	4F3745	New WinCup - Stone Mountain	 	 	 	Industrial	 	 	220,380	sf
	3.15	 	4F3745	Universal Pool - Armory	 	 	 	Industrial	 	 	240,255	sf
	3.16	 	4F3745	Jade-Sterling - IL	 	 	 	Industrial	 	 	215,389	sf
	3.17	 	4F3745	Plaid - Norcross	 	 	 	Industrial	 	 	71,620	sf
	3.18	 	4F3745	Phillips and Temro	 	 	 	Industrial	 	 	101,680	sf
	3.19	 	4F3745	TestAmerica - Savannah	 	 	 	Industrial	 	 	54,284	sf
	3.2	 	4F3745	Hover-Davis	 	 	 	Industrial	 	 	66,100	sf
	3.21	 	4F3745	Jade-Sterling - OH	 	 	 	Industrial	 	 	174,511	sf
	3.22	 	4F3745	Fitz Aerospace	 	 	 	Industrial	 	 	129,000	sf
	3.23	 	4F3745	MVP Charleston	 	 	 	Industrial	 	 	108,000	sf
	3.24	 	4F3745	Paragon Tech	 	 	 	Industrial	 	 	88,857	sf
	3.25	 	4F3745	Aramsco and Bulls Eye	 	 	 	Industrial	 	 	99,783	sf
	3.26	 	4F3745	Shale-Inland	 	 	 	Industrial	 	 	193,789	sf
	3.27	 	4F3745	M.P. Pumps	 	 	 	Industrial	 	 	81,769	sf
	3.28	 	4F3745	TestAmerica - Pensacola	 	 	 	Industrial	 	 	21,911	sf
	3.29	 	4F3745	Microfinish	 	 	 	Industrial	 	 	144,786	sf
	3.3	 	4F3745	MVP Mayfield	 	 	 	Industrial	 	 	101,244	sf
	3.31	 	4F3745	Builders FirstSource	 	 	 	Industrial	 	 	116,897	sf
	3.32	 	4F3745	Banner	 	 	 	Industrial	 	 	58,450	sf
	3.33	 	4F3745	SET - IN	 	 	 	Industrial	 	 	117,376	sf
	3.34	 	4F3745	Progressive Metal	 	 	 	Industrial	 	 	58,250	sf
	3.35	 	4F3745	Universal Pool - 166th	 	 	 	Industrial	 	 	109,814	sf
	3.36	 	4F3745	SITEL	 	 	 	Industrial	 	 	46,812	sf
	3.37	 	4F3745	TestAmerica - Tallahassee	 	 	 	Industrial	 	 	16,500	sf
	3.38	 	4F3745	Texas Die Casting	 	 	 	Industrial	 	 	78,177	sf
	3.39	 	4F3745	TestAmerica - Corpus Christi	 	 	 	Industrial	 	 	14,884	sf
	4	11, 12	7X3Y63	GSK R&D Centre	0	Springing	Hard	Mixed Use	Lockout/26_Defeasance/86_0%/8	Actual/360	635,058	sf
	5	 	3C0746	935 Madison Avenue	0	Springing	Hard	Retail	Lockout/25_Defeasance/91_0%/4	Actual/360	13,462	sf
	6	 	3C3M76	Lasko Portfolio	0	In Place	Hard	 	Lockout/24_>YM or 1%/89_0%/7	Actual/360	2,224,627	sf
	6.01	 	3C3M76	Lasko Franklin	 	 	 	Industrial	 	 	1,272,575	sf
	6.02	 	3C3M76	Lasko Fort Worth	 	 	 	Industrial	 	 	952,052	sf
	7	 	6YYFY6	Writer Square	0	Springing	Springing	Mixed Use	Lockout/26_>YM or 3%/90_0%/4	Actual/360	180,705	sf
	8	12, 13	3CL419	Ericsson North American HQ	0	In Place	Hard	Office	Lockout/26_Defeasance/90_0%/4	Actual/360	491,891	sf
	9	 	6YRTI1	700 Broadway	0	In Place	Hard	Office	Lockout/26_Defeasance/90_0%/4	Actual/360	424,771	sf
	10	 	6YUEN9	Lyric Centre	0	Springing	Springing	Office	Lockout/25_Defeasance/91_0%/4	Actual/360	382,046	sf
	11	 	6YTHG4	River Front Shopping Center	0	Springing	Hard	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	114,341	sf
	12	14	9049W4	Simon Premium Outlets	0	Springing	Hard	 	Lockout/30_Defeasance/83_0%/7	Actual/360	436,987	sf
	12.01	 	9049W4	Queenstown Premium Outlets	 	 	 	Retail	 	 	289,571	sf
	12.02	 	9049W4	Pismo Beach Premium Outlets	 	 	 	Retail	 	 	147,416	sf
	13	 	7X4191	RSI Distribution Center	15	In Place	Hard	Industrial	Lockout/25_Defeasance/91_0%/4	Actual/360	1,000,000	sf
	14	15	6Y2XK6	AMA Plaza	0	Springing	Hard	Office	Lockout/29_Defeasance/26_0%/5	Actual/360	1,119,503	sf
	15	16	9007T1	North Run Business Park	0	In Place	Hard	Mixed Use	Lockout/26_Defeasance/90_0%/4	Actual/360	384,914	sf
	16	 	6YQO23	20 West 37th Street	0	In Place	Hard	Mixed Use	Lockout/26_Defeasance/90_0%/4	Actual/360	77,100	sf
	17	6, 17	7X1LA4	Pentagon Center	0	Springing	Hard	Office	Lockout/25_Defeasance/91_0%/5	Actual/360	911,818	sf
	18	18	5J6OE0	225 Bush Street	0	In Place	Hard	Office	Lockout/28_Defeasance/19_0%/13	Actual/360	575,363	sf
	19	19	6Y2M69	604 Mission Street	0	Springing	Hard	Office	Lockout/26_Defeasance/90_0%/4	Actual/360	26,794	sf
	20	20	3C3L36	Largo 95	0	In Place	Hard	Industrial	Lockout/26_Defeasance/90_0%/4	Actual/360	149,795	sf
	21	21, 22	6YUBZ5	Towneplace Suites Fort Walton Beach	0	Springing	Springing	Hospitality	Lockout/26_Defeasance/90_0%/4	Actual/360	112	Rooms
	22	 	3CL3OD	Market at Cedar Hill	0	Springing	Springing	Retail	Lockout/25_Defeasance/91_0%/4	Actual/360	128,384	sf
	23	23	6Y2MT9	Home2 Suites Tuscaloosa	0	Springing	Springing	Hospitality	Lockout/26_>YM or 3%/90_0%/4	Actual/360	113	Rooms
	24	24	6Y0E47	Rainbow & Badura	0	Springing	Springing	Retail	Lockout/28_>YM or 1%/88_0%/4	Actual/360	26,667	sf
	25	 	3CCWC4	Lancaster DMV	0	In Place	Springing	Office	Lockout/25_Defeasance/91_0%/4	Actual/360	27,522	sf
	26	 	3CLUG7	Walgreens Citrus Heights	0	Springing	Springing	Retail	Lockout/25_Defeasance/91_0%/4	Actual/360	14,820	sf
	27	 	3CM623	Best Buy Braintree	0	In Place	None	Retail	Lockout/23_>YM or 1%/93_0%/4	Actual/360	36,859	sf
	28	25	6YTRK4	Owl Creek Commons	0	Springing	Springing	Retail	Lockout/25_Defeasance/91_0%/4	Actual/360	16,980	sf
	29	 	7X44M9	Aurora Commons	0	Springing	Springing	Retail	Lockout/25_>YM or 1%/91_0%/4	Actual/360	73,696	sf
	30	 	3CM615	Best Buy Fort Lauderdale	0	In Place	None	Retail	Lockout/24_>YM or 1%/92_0%/4	Actual/360	42,820	sf
	31	 	7Q8XM6	Mills Shopping Center	0	In Place	Hard	Retail	Lockout/27_Defeasance/89_0%/4	Actual/360	12,730	sf
	32	26	7XOPH5	Santa Cruz Plaza	0	Springing	Springing	Retail	Lockout/25_Defeasance/88_0%/7	Actual/360	28,443	sf


 






     


     


    

 

	 	1	The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 	 	 	 	 
	 	2	The open period is inclusive of the Maturity Date.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3	The lockout period will be at least 27 payment dates beginning with and including the first payment date of January 6, 2017. For the purposes of this prospectus, the assumed lockout period of 27 payment dates is based on the expected GSMS 2017-GS5 securitization closing date in March 2017. The actual lockout period may be longer.	 	 
	 	4	The Cut-off Date Principal Balance of $100,000,800 represents the non-controlling note A-2 of a $400,000,000 whole loan co-originated by Goldman Sachs Mortgage Company and Deutsche Bank AG, New York Branch, evidenced by four non-controlling senior pari passu notes, and two subordinate notes. The non-controlling note A-1 and non-controlling note A-3, with a combined Cut-off Date Principal Balance of $129,320,000, were contributed to the VNDO Trust 2016-350P securitization transaction. The controlling notes B-1 and B-2, with a combined Cut-off Date Principal Balance of $104,012,000, were also contributed to the VNDO Trust 2016-350P securitization transaction. The non-controlling note A-4, with a Cut-off Date Principal Balance of $66,667,200, is currently held by Deutsche Bank and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the 350 Park Avenue Senior Loans of $295,988,000.
	 	5	The Cut-off Date Principal Balance of $82,500,000 represents the controlling note A-1 of a $243,000,000 whole loan evidenced by three pari passu notes. The companion loans are evidenced by the non-controlling note A-2 with an outstanding principal balance as of the Cut-off Date of $80,250,000, and by the non-controlling note A-3 with an outstanding principal balance as of the Cut-off Date of $80,250,000. The note A-2 and note A-3 are currently held by Goldman Sachs and are expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $243,000,000.
	 	6	The lockout period will be at least 25 payment dates beginning with and including the first payment date of March 6, 2017. For the purposes of this prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2017-GS5 securitization closing date in March 2017. The actual lockout period may be longer.	 	 
	 	7	The Cut-off Date Principal Balance of $74,817,156 represents the non-controlling note A-3 of a $307,640,000 whole loan evidenced by four pari passu notes. The companion loans are evidenced by controlling note A-1, non-controlling note A-2 and non-controlling note A-4 with an aggregate outstanding principal balance as of the Cut-off Date of $232,072,844. The controlling note A-1 was contributed to the GSMS 2016-GS3 securitization transaction. The non-controlling note A-2 was contributed to the GSMS 2016-GS4 securitization transaction. The non-controlling note A-4 is currently held by Goldman Sachs and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $306,890,000.
	 	8	The lockout period will be at least 30 payment dates beginning with and including the first payment date of October 6, 2016. For the purposes of this prospectus, the assumed lockout period of 30 payment dates is based on the expected GSMS 2017-GS5 securitization closing date in March 2017. The actual lockout period may be longer.	 	 
	 	9	The U.S. Industrial Portfolio Whole Loan requires monthly debt service payments of (i) $125,000 of principal plus (ii) the amount of interest accrued on the outstanding principal balance of the Mortgage Loan during the related interest accrual period.	 	 	 
	 	10	The Ongoing TI/LC Reserve, commencing on September 1, 2021 (or earlier if funds on deposit therein are less than $1,500,000) will equal $150,000 up to an amount equal to $4,500,000 until such time as funds on deposit therein are less than $1,500,000, and on each due date thereafter, the borrower will be required to resume monthly deposits in an amount equal to the lesser of (x) $150,000 and (y) the amount necessary to cause the tenant improvements and leasing commissions reserve account to contain funds equal to $1,500,000.
	 	11	The Cut-off Date Principal Balance of $72,500,000 represents the controlling note A-1 of a $138,000,000 whole loan evidenced by two pari passu notes. The companion loan is evidenced by the non-controlling note A-2 with an outstanding principal balance as of the Cut-off Date of $65,500,000, which is currently held by Goldman Sachs and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $138,000,000.
	 	12	The lockout period will be at least 26 payment dates beginning with and including the first payment date of February 6, 2017. For the purposes of this prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2017-GS5 securitization closing date in March 2017. The actual lockout period may be longer.	 	 
	 	13	The Cut-off Date Principal Balance of $58,000,000 represents the controlling note A-1 of a $103,600,000 whole loan evidenced by two pari passu notes. The companion loan is evidenced by the non-controlling note A-2 with an outstanding principal balance as of the Cut-off Date of $45,600,000, which is currently held by Goldman Sachs and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $103,600,000.
	 	14	The Cut-off Date Principal Balance of $34,660,720 represents the non-controlling note A-2 of a $102,000,000 whole loan evidenced by two pari passu notes. The companion loan, evidenced by controlling note A-1, with an outstanding principal balance as of the Cut-off Date of $66,350,521 was contributed to the GSMS 2016-GS4 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $101,011,241.
	 	15	The Cut-off Date Principal Balance of $30,000,000 represents the non-controlling note A-2 of a $304,000,000 whole loan evidenced by two non-controlling senior pari passu notes, a subordinate note B with an outstanding principal balance as of the Cut-off Date of $101,600,000, and a subordinate note C with an outstanding principal balance as of the Cut-off Date of $72,400,000. The non-controlling note A-1, with an outstanding principal balance of $100,000,000, was contributed to the GSMS 2016-GS4 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the AMA Plaza Senior Loans of $130,000,000.
	 	16	The Cut-off Date LTV Ratio is calculated based on the aggregate “as-is” appraised value of $36,300,000 plus a reserve totaling $1,250,000 consisting of an Upfront Replacement Reserve of $450,000 and an Upfront TI/LC Reserve of $800,000. The Upfront Replacement Reserve of $450,000 was funded partially by the borrower in the amount of $75,000 at origination, and the remaining $375,000 was funded by the seller. The Upfront TI/LC Reserve was funded partially by the borrower in the amount of $75,000 at origination and the remaining $725,000 was funded by the seller. The LTV Ratio at Maturity is calculated based on the “as stabilized” appraised value of $37,000,000 plus the $1,250,000 reserve. The Cut-off Date LTV Ratio calculated without adjusting for the funded reserve is 77.1%. The LTV Ratio at Maturity calculated without adjusting for the funded reserve is 64.7%.
	 	17	The Cut-off Date Principal Balance of $25,000,000 represents the non-controlling note A-1 of a $210,000,000 whole loan co-originated by Goldman Sachs Mortgage Company and Morgan Stanley Bank, N.A. evidenced by three pari passu notes. The controlling note A-2 with an outstanding principal balance as of the Cut-off Date of $80,000,000 is currently held by Goldman Sachs and is expected to be contributed to one or more future securitization transactions. The non-controlling note A-3 with an outstanding principal balance as of the Cut-off Date of $105,000,000 is currently held by Morgan Stanley and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $210,000,000.
	 	18	The Cut-off Date Principal Balance of $22,000,000 represents the non-controlling note A-2 of a $235,000,000 whole loan evidenced by two non-controlling senior pari passu notes and a controlling subordinate note B with an outstanding principal balance as of the Cut-off Date of $113,000,000. The non-controlling note A-1, with an outstanding principal balance of $100,000,000, was contributed to the GSMS 2016-GS4 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the 225 Bush Street Senior Loans of $122,000,000.
	 	19	The Upfront TI/LC Reserve and TI/LC Cap are $650,000. In the event that 75% of the tenants that have lease expirations in 2018 or 2019 renew for at least a 5-year term at or above current base rental rates, $250,000 will be credited back to the borrower so long as such funds are spent re-tenanting the Mortgaged Property, and the TI/LC Cap will then be equal to $400,000.
	 	20	The Original Balance of $16,400,000 is inclusive of a $1,400,000 earnout reserve.	 	 	 	 	 	 	 
	 	21	The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) $20,193 for the Due Dates occurring in February 2017 through January 2018, 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 5% 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 December.
	 	22	On each Due Date occurring in July, August, September and October of each calendar year, the borrower is required to deposit into the Seasonality Reserve Account an amount equal to $40,000.	 	 	 
	 	23	The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates which occur in February 2017 through January 2018, $6,958, (ii) for the Due Dates which occur in February 2018 through January 2019, 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 December, 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 December.
	 	24	Ongoing TI/LC Reserve for each Due Date from and including the Due Date in December 2016 through and including the Due Date in November 2021 is required to be $1,111. Ongoing TI/LC Reserve for each Due Date from and including the Due Date in December 2021 through and including the Maturity Date is required to be $3,333.	 	 
	 	25	Beginning in February 2022, the borrower will be required to pay monthly TI/LCs of $2,141 per month, capped at $230,000. In lieu of escrowing these monthly amounts the borrower may post a letter of credit for $90,000.	 	 	 
	 	26	On each Due Date, if and to the extent the amount contained in the TI/LC Reserve Account is less than the $175,000, the borrower is required to deposit into the TI/LC Reserve Account an amount equal to $2,370.	 	 	 



 



     


     


    

 


 


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 2017-GS5


 


GS
Mortgage Securities Corporation II

200 West Street


New
York, New York 10282


Attention:
Leah Nivison


 


		Re:	Transfer
                                         of GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-GS5



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, on behalf of the holders of GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5 (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 Securities
                                         Act of 1933, as amended (the “Securities Act”) or any entity in which



 





 



 


*
Purchaser must include one of the following two certifications.


 






    Exhibit C-1


     


    

 





			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,
the Offering Circular related to such Non-Registered 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 reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 






    Exhibit C-2


     


    

 


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. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent


 





 



 


**
                                         Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.



 






    Exhibit C-3


     


    

 


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 2017-GS5


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of March
                                         1, 2017, by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo
                                         Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital
                                         Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.            The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except


 



    Exhibit D-1-1


     


    

 


for
Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international
organization or any agency or instrumentality of any of the foregoing, (iii) any organization which is exempt from the tax imposed
by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’
cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of the Code, (v) an “electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person
so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the
Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest
in a Class R Certificate by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability
for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.             The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.             The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.             No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.             The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.             Check
the applicable paragraph:


 


☐            The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)             the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)            the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)           the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    Exhibit D-1-2


     


    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section
11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐            The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)             the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)            at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)           the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)           the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐            None
of the above.


 


9.             The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.           The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.           The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3


     


    

 


12.           The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.           The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.           The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.           The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 








		By:	 
	 	 	Name:
	 	 	Title:






 





		By:	 
	 	 	Name:
	 	 	Title:




 




    Exhibit D-1-4


     


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser. 











		 
	 	NOTARY PUBLIC in and for
               the

               State of _______________
	 	 
	[SEAL]	 


 


My
Commission expires:


 


	 	 



  




    Exhibit D-1-5


     


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services – GS 2017-GS5


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5, 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 March 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and
Pentalpha Surveillance 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 RETAINED INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association

   as Certificate Registrar

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfers (CMBS) – GS Mortgage Securities Trust 2017-GS5


 


Goldman
Sachs Mortgage Company,

   as Sponsor

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5 (the “Certificates”) issued, and the Retained Interest created,
                                         pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of March 1, 2017, between GS Mortgage Securities Corporation
                                         II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         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
                                         Transferee is acquiring (the “Transfer”) $[_____] Retained Interest
                                         Balance of the Retained Interest from [_____] (the “Transferor”).



 


		2.	The
                                         Transferee is aware that the Certificate Registrar will not recognize any transfer of
                                         any portion of the Retained Interest by the Transferor unless the Transferee, or the
                                         Transferee’s agent, delivers to the Certificate Registrar, among other things,
                                         a certificate



 






    Exhibit D-3-1


     


    

 





			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.


 


		3.	The
                                         Transfer is in compliance with the Pooling and Servicing Agreement.



 


		4.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the Retained Interest, (a) all of the conditions of Parts I and III
                                         of PTCE 95-60 will be satisfied with respect to the acquisition of the Retained Interest
                                         and (b) the acquisition of the Retained Interest will be effected through [_____].



 


		5.	Check
                                         one of the following:



 


		☐	The
                                         Transfer will occur during the Retained Interest Transfer Restriction Period, [the Transferor
                                         is the Retaining Sponsor,] and the Transferee certifies, represents and warrants to each
                                         of the addressees hereto that:



 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Risk Retention Rule (a “Majority-Owned Affiliate”), of the Transferor.



 


		B.	The
                                         Transferee is not acquiring the Retained Interest as a nominee, trustee or agent for
                                         any person that is not a Majority-Owned Affiliate of the Transferor, and that for so
                                         long as it retains its interest in the Retained Interest, it will remain a Majority-Owned
                                         Affiliate of the Transferor.



 


		C.	The
                                         Transferee is not a Non-Exempt Person.



 


		D.	The
                                         Transferee consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of the Retained Interest will satisfy the risk retention requirements of
                                         the Retaining Sponsor, in its capacity as “retaining sponsor” under the Risk
                                         Retention Rule.



 


		☐	The
                                         Transfer will occur during the Retained Interest Transfer Restriction Period, and the
                                         Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The
                                         Transferor is a Person that provides financing permitted under the Risk Retention Rule
                                         to the Retaining Sponsor or a Majority-Owned Affiliate of the Retaining Sponsor (a “Permitted
                                         Lender”).



 


		B.	It
                                         is not acquiring the Retained 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
                                         Retained Interest, it will remain a Permitted Lender.



 






    Exhibit D-3-2


     


    

 


		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 the Retained Interest will satisfy the risk retention requirements of
                                         the Retaining Sponsor, in its capacity as “retaining sponsor” under the Risk
                                         Retention Rule.



 


		☐	The
                                         Transfer will occur after the termination of the Retained Interest Transfer Restriction
                                         Period, and the Transferee certifies, represents and warrants to each of the addressees
                                         hereto that it is a Qualified Retained Interest Owner.



 


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-3-3


     


    

 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF THE RETAINED INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association

   as Certificate Registrar

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479-0113

Attention: Certificate Transfers (CMBS) – GS Mortgage Securities Trust 2017-GS5


 


Goldman
Sachs Mortgage Company,

   as Sponsor

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5 (the “Certificates”) issued, and the Retained Interest created,
                                         pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of March 1, 2017, between GS Mortgage Securities Corporation
                                         II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         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:


 


		1.	The
                                         Transferor is transferring (the “Transfer”) $[_____] Retained Interest
                                         Balance of the Retained Interest to [_____] (the “Transferee”).



 


		2.	The
                                         Transferor is aware that the Certificate Registrar will not recognize any transfer of
                                         any portion of the Retained Interest by the Transferor unless the Transferor, or the
                                         Transferor’s agent, delivers to the Certificate Registrar, among other things,
                                         a certificate



 






    Exhibit D-4-1


     


    

 





			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.


 


		3.	The
                                         Transfer is in compliance with the Pooling and Servicing Agreement.



 


		4.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the Retained Interest, 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 Retained Interest and (b) the acquisition of the Retained Interest
                                         will be effected through [_____].



 


		5.	Check
                                         one of the following:



 


		☐	The
                                         Transfer will occur during the Retained Interest Transfer Restriction Period, [the Transferor
                                         is the Retaining Sponsor,] and the Transferor certifies, represents and warrants to you
                                         that:



 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Risk Retention Rule (a “Majority-Owned Affiliate”), of the Transferor.



 


		B.	To
                                         the Transferor’s knowledge, the Transferee is not acquiring the Retained Interest
                                         as a nominee, trustee or agent for any person that is not a Majority-Owned Affiliate
                                         of the Transferor, and that for so long as it retains its interest in the Retained Interest,
                                         it will remain a Majority-Owned Affiliate of the Transferor.



 


		C.	To
                                         the Transferor’s knowledge, the Transferee is not a Non-Exempt Person.



 


		☐	The
                                         Transfer will occur after the termination of the Retained Interest Transfer Restriction
                                         Period, and the Transferor certifies, represents and warrants to each of the addressees
                                         hereto that the Transferee is a Qualified Retained Interest Owner.



 


		6.	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 [ ]. 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__.


 






    Exhibit D-4-2


     


    

 





	 	[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 Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55479

Attention: Certificate Transfers (CMBS) – GS Mortgage Securities Trust 2017-GS5


 


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


 


GS
Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
March 1, 2017, between GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


 


[_____]
(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 [E][F][G] 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 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.



 






    Exhibit D-5-1


     


    

 


		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 [_____].



 


		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.



 


		D.	It
                                         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 HRR Certificates will satisfy the Risk Retention Rule in its capacity as third-party
                                         purchaser under Regulation RR.



 


☐
            The Transfer will occur on and after the fifth
anniversary of the Closing Date (as limited, reduced or eliminated in accordance with the definition of Retained Interest Transfer
Restriction Period), 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



 






    Exhibit D-5-2


     


    

 





			applicable
                                         to the Transfer and the Purchaser as a subsequent Third Party Purchaser.


 


		D.	It
                                         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 HRR Certificates will satisfy the Risk Retention Rule in its capacity as third-party
                                         purchaser under Regulation RR.



 


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 Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55479-0113


Attention:
Certificate Transfers (CMBS) – GS Mortgage Securities Trust 2017-GS5


 


Goldman
Sachs Mortgage Company,

as Sponsor

Email: leah.nivison@gs.com

Email: peter.morrealle@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com





 


GS
Mortgage Securities Corporation II

Email: leah.nivison@gs.com

Email: peter.morrealle@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


 


GS
Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 (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 [E][F][G] Certificates].
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), between GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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.	The
                                         Transferor has complied with all of the covenants in the Risk Retention Agreement during
                                         the period from the date of the Risk Retention Agreement through and including the date
                                         of the Transfer.



 


		3.	All
                                         of the representations and warranties made by the Transferor in the Risk Retention Agreement
                                         are true and correct as of the date of the Transfer.



 


		4.	All
                                         of the requirements set forth in the Risk Retention Agreement relating to the Transfer
                                         have been complied with.



 


		5.	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 [_____].



 


		6.	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 (as limited, reduced or eliminated in accordance with the definition of Retained Interest Transfer
Restriction Period), 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.



 


		7.	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.


 






    Exhibit D-6-2


     


    

 


☐
           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.


 


		8.	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.



 


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 2017-GS5


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:
peter.morrealle@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:
peter.morrealle@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


 


GS
Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 (the “Certificates”)


 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class [E][F][G] Certificates from the Third Party Purchaser Safekeeping Account.


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and
Servicing Agreement”), between GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,


 



    Exhibit D-7-1


     


    

 


Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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
Third Party Purchaser hereby requests your written consent to the Release.


 


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 2017-GS5

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]	 
	 	[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 2017-GS5
	 	 	 
	 	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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”),
for the Holders of GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, 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 March 1, 2017, by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as
Special Servicer, and Pentalpha Surveillance LLC, as


 



    Exhibit E-1


     


    

 


Operating
Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 











		(  )	 	 


 


		(  )	 	 


 





		(  )	 	 


 





		(  )	 	 


 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)            The
[Master Servicer] [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] [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] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans 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]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 








	 	[____________]
	 	 	 
		By:	

	 	 	Name:
	 	 	Title:







 


Date:
_________


 




    Exhibit E-2


     


    

 


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 2017-GS5


 


GS
Mortgage Securities Corporation II

200 West Street 


New
York, New York, 10282


Attention:
Leah Nivison


 


		Re:	Transfer
                                         of GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-GS5



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate [Certificate Balance][Notional Amount]
in the GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, Class [E][F][G]
Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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 ERISA),
other than an insurance company using the assets of its “insurance company general


 



    Exhibit F-1-1


     


    

 


account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.             The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchasers, 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 Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers 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][the RETAINED INTEREST]


 


[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 2017-GS5


 


[Transferor]


[______]


[______]


Attention:
[______]


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest [in the GS Mortgage Securities
Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5, Class R Certificates (the “Class R Certificate”)][of
the Retained Interest] issued pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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 Certificate][Retained
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 Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such [Class R Certificate][Retained Interest].


 






    Exhibit F-2-1


     


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 











		Very
                            truly yours,



 


	 	[The
                                  Purchaser]








 





		By:	 
	 	 	Name:
	 	 	Title:






 




    Exhibit F-2-2


     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 




    Exhibit G-1


     


    

 


EXHIBIT
H


 


SUPPLEMENTAL
SERVICER SCHEDULE


 




    Exhibit H-1


     


    

 





 


	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	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
	1	4, 5	6Y2NA9	GSMC	350 Park Avenue	350 Park EAT LLC	Office	$100,000,800	12/2/2016	0	0	None	No
	2	6, 7	7X0PB8	GSMC	Lafayette Centre	LCPC Lafayette Property LLC	Office	$82,500,000	2/21/2017	0	0	None	No
	3	8, 9, 10, 11	4F3745	GSMC	U.S. Industrial Portfolio	UB (Hannibal), LLC, UB (TA-Sacramento), LLC, UB (TA-Arvada), LLC, UB (Builders First Source), LLC, UB (TA-Pensacola), LLC, UB (TA-Tallahassee), LLC, UB (TA-Savannah), LLC, UB (Jade-Illinois), LLC, UB (Set-North Vernon), LLC, UB (MVP-Mayfield), LLC, UB (Paragon Tech), LLC, UB (Progressive Metal), LLC, UB (SET-New Boston), LLC, UB (Hover-Davis), LLC, UB (Banner Services), LLC, UB (Jade-Ohio), LLC, UB (Easley Custom Plastics), LLC, UB (MVP-Charleston), LLC, UB (TA-Corpus Christi), LLC, UB (Texas Die Casting), LLC, UB II (New WinCup-AZ), LLC, UB II (Santa Fe), LLC, UB II (Sitel), LLC, UB II (Plaid-Decatur), LLC, UB II (Plaid-Norcross), LLC, UB II (New WinCup-GA), LLC, UB II (Northwest Mailing), LLC, UB II (Ainslie), LLC, UB II (UP-166th St), LLC, UB II (UP-Armory), LLC, UB II (WFC), LLC, UB II (Lyons), LLC, UB II (MP Pumps), LLC, UB II (PTI), LLC, UB II (Microfinish), LLC, UB II (Oracle), LLC, UB II (Aramsco), LLC, UB II (Angstrom), LLC and UB II (Fitz), LLC	 	$75,000,000	9/1/2016	NAP	NAP	Michael W. Brennan, Robert G. Vanecko, Scott D. McKibben, Samuel A. Mandarino, Allen Crosswell, Tod Greenwood and Troy MacMane	No
	3.01	 	4F3745	GSMC	Hannibal	 	Industrial	 	 	 	 	 	 
	3.02	 	4F3745	GSMC	Kraco	 	Industrial	 	 	 	 	 	 
	3.03	 	4F3745	GSMC	New WinCup - Phoenix	 	Industrial	 	 	 	 	 	 
	3.04	 	4F3745	GSMC	Worlds Finest Chocolates	 	Industrial	 	 	 	 	 	 
	3.05	 	4F3745	GSMC	SET - MI	 	Industrial	 	 	 	 	 	 
	3.06	 	4F3745	GSMC	Plaid - Decatur	 	Industrial	 	 	 	 	 	 
	3.07	 	4F3745	GSMC	Oracle Packaging	 	Industrial	 	 	 	 	 	 
	3.08	 	4F3745	GSMC	TestAmerica - West SAC	 	Industrial	 	 	 	 	 	 
	3.09	 	4F3745	GSMC	TestAmerica - Arvada	 	Industrial	 	 	 	 	 	 
	3.1	 	4F3745	GSMC	Northwest Mailing Service	 	Industrial	 	 	 	 	 	 
	3.11	 	4F3745	GSMC	Lyons	 	Industrial	 	 	 	 	 	 
	3.12	 	4F3745	GSMC	Wilbert Plastics	 	Industrial	 	 	 	 	 	 
	3.13	 	4F3745	GSMC	Angstrom Graphics	 	Industrial	 	 	 	 	 	 
	3.14	 	4F3745	GSMC	New WinCup - Stone Mountain	 	Industrial	 	 	 	 	 	 
	3.15	 	4F3745	GSMC	Universal Pool - Armory	 	Industrial	 	 	 	 	 	 
	3.16	 	4F3745	GSMC	Jade-Sterling - IL	 	Industrial	 	 	 	 	 	 
	3.17	 	4F3745	GSMC	Plaid - Norcross	 	Industrial	 	 	 	 	 	 
	3.18	 	4F3745	GSMC	Phillips and Temro	 	Industrial	 	 	 	 	 	 
	3.19	 	4F3745	GSMC	TestAmerica - Savannah	 	Industrial	 	 	 	 	 	 
	3.2	 	4F3745	GSMC	Hover-Davis	 	Industrial	 	 	 	 	 	 
	3.21	 	4F3745	GSMC	Jade-Sterling - OH	 	Industrial	 	 	 	 	 	 
	3.22	 	4F3745	GSMC	Fitz Aerospace	 	Industrial	 	 	 	 	 	 
	3.23	 	4F3745	GSMC	MVP Charleston	 	Industrial	 	 	 	 	 	 
	3.24	 	4F3745	GSMC	Paragon Tech	 	Industrial	 	 	 	 	 	 
	3.25	 	4F3745	GSMC	Aramsco and Bulls Eye	 	Industrial	 	 	 	 	 	 
	3.26	 	4F3745	GSMC	Shale-Inland	 	Industrial	 	 	 	 	 	 
	3.27	 	4F3745	GSMC	M.P. Pumps	 	Industrial	 	 	 	 	 	 
	3.28	 	4F3745	GSMC	TestAmerica - Pensacola	 	Industrial	 	 	 	 	 	 
	3.29	 	4F3745	GSMC	Microfinish	 	Industrial	 	 	 	 	 	 
	3.3	 	4F3745	GSMC	MVP Mayfield	 	Industrial	 	 	 	 	 	 
	3.31	 	4F3745	GSMC	Builders FirstSource	 	Industrial	 	 	 	 	 	 
	3.32	 	4F3745	GSMC	Banner	 	Industrial	 	 	 	 	 	 
	3.33	 	4F3745	GSMC	SET - IN	 	Industrial	 	 	 	 	 	 
	3.34	 	4F3745	GSMC	Progressive Metal	 	Industrial	 	 	 	 	 	 
	3.35	 	4F3745	GSMC	Universal Pool - 166th	 	Industrial	 	 	 	 	 	 
	3.36	 	4F3745	GSMC	SITEL	 	Industrial	 	 	 	 	 	 
	3.37	 	4F3745	GSMC	TestAmerica - Tallahassee	 	Industrial	 	 	 	 	 	 
	3.38	 	4F3745	GSMC	Texas Die Casting	 	Industrial	 	 	 	 	 	 
	3.39	 	4F3745	GSMC	TestAmerica - Corpus Christi	 	Industrial	 	 	 	 	 	 
	4	12, 13	7X3Y63	GSMC	GSK R&D Centre	GI DC Rockville LLC	Mixed Use	$72,500,000	12/29/2016	0	0	DataCore Fund L.P.	No
	5	 	3C0746	GSMC	935 Madison Avenue	JZS Madison Retail, LLC	Retail	$70,000,000	1/19/2017	0	0	Daniel E. Straus	No
	6	 	3C3M76	GSMC	Lasko Portfolio	 AGNL Blade, L.P.	 	$65,650,000	2/10/2017	360	360	AG Net Lease III (SO) Corp. and AG Net Lease III Corp.	No
	6.01	 	3C3M76	GSMC	Lasko Franklin	 	Industrial	 	 	 	 	 	 
	6.02	 	3C3M76	GSMC	Lasko Fort Worth	 	Industrial	 	 	 	 	 	 
	7	 	6YYFY6	GSMC	Writer Square	GKT Writer Square II, L.L.C., Writer Square 1031, L.L.C. and KW Writer Square, L.L.C.	Mixed Use	$59,622,561	12/9/2016	0	0	E. Stanley Kroenke, KW Partnership, L.P. and KW Two Partnership, L.P.	No
	8	13, 14	3CL419	GSMC	Ericsson North American HQ	LCN ERC Plano (TX) LLC	Office	$58,000,000	12/16/2016	360	360	LCN North American Fund II REIT	No
	9	 	6YRTI1	GSMC	700 Broadway	IHP HLIC - 700 Broadway Asset, LLC	Office	$51,000,000	12/15/2016	0	0	Bradford Allen Enterprises LLC	No
	10	 	6YUEN9	GSMC	Lyric Centre	The Lyric Centre LLC	Office	$48,000,000	1/27/2017	0	0	Doctors Center, Inc.	No
	11	 	6YTHG4	GSMC	River Front Shopping Center	Mad River Development LLC	Retail	$44,200,000	12/8/2016	0	0	Laury Pensa	No
	12	15	9049W4	GSMC	Simon Premium Outlets	Prime Outlets at Pismo Beach LLC and Queenstown Outlets Limited Partnership	 	$35,000,000	9/1/2016	360	354	Simon Property Group, L.P.	No
	12.01	 	9049W4	GSMC	Queenstown Premium Outlets	 	Retail	 	 	 	 	 	 
	12.02	 	9049W4	GSMC	Pismo Beach Premium Outlets	 	Retail	 	 	 	 	 	 
	13	 	7X4191	GSMC	RSI Distribution Center	Lincolnton Partners, LLC	Industrial	$33,500,000	1/31/2017	0	0	William G. Bloodgood and David P. Mileski	No
	14	16	6Y2XK6	GSMC	AMA Plaza	BCSP 330 North Wabash Property LLC	Office	$30,000,000	9/29/2016	0	0	BCSP VII Investments, L.P.	No
	15	17	9007T1	GSMC	North Run Business Park	North Run LH LLC	Mixed Use	$28,000,000	12/29/2016	360	360	Ronald J. Cohen	No
	16	 	6YQO23	GSMC	20 West 37th Street	20 W. 37 Realty, L.L.C.	Mixed Use	$27,500,000	12/8/2016	0	0	Northern Estates Corp., Colorado Fund, LLC and Juan Jorge Neuss	No
	17	7, 18	7X1LA4	GSMC	Pentagon Center	LCPC Pentagon Property LLC	Office	$25,000,000	2/21/2017	0	0	None	No
	18	19	5J6OE0	GSMC	225 Bush Street	225 Bush Street Owners LLC	Office	$22,000,000	10/31/2016	0	0	Kylli Inc.	No
	19	20	6Y2M69	GSMC	604 Mission Street	604 Costa, LLC	Office	$18,750,000	1/5/2017	360	358	Allan Serviansky, Robert Oppenheim, Daniel Warman, Robert Dumas and Patrick Hubbard	No
	20	21	3C3L36	GSMC	Largo 95	MLOFAM, LLC and MLOINVEST, LLC	Industrial	$16,400,000	12/21/2016	360	360	Maurice Louis Offen	No
	21	22, 23	6YUBZ5	GSMC	Towneplace Suites Fort Walton Beach	WIM-FWB Investors, LLC	Hospitality	$16,000,000	12/20/2016	300	298	Dewey F. Weaver, Jr. and Woodbine Holdings, Ltd.	No
	22	 	3CL3OD	GSMC	Market at Cedar Hill	RPI Cedar Hill, Ltd.	Retail	$14,200,000	1/27/2017	360	360	Jeffrey L. Olyan	No
	23	24	6Y2MT9	GSMC	Home2 Suites Tuscaloosa	CVH Tuscaloosa, LLC	Hospitality	$11,700,000	12/16/2016	360	360	Michael V. Harrell	No
	24	25	6Y0E47	GSMC	Rainbow & Badura	BCP-Rainbow & Badura, LLC	Retail	$10,700,000	10/12/2016	360	360	Andrew J. Sobel	No
	25	 	3CCWC4	GSMC	Lancaster DMV	Lancaster DMV Partners, LLC	Office	$9,500,000	2/3/2017	300	299	Deanna Magnon, The Magnon Legacy Gift Trust and The Deanna Rae Magnon Trust	No
	26	 	3CLUG7	GSMC	Walgreens Citrus Heights	Citrus Sunrise, LLC	Retail	$7,000,000	1/11/2017	360	360	John E. Young	No
	27	 	3CM623	GSMC	Best Buy Braintree	SPI/Braintree Unit 8, LLC	Retail	$6,600,000	12/29/2016	0	0	Richard D. Squires	No
	28	26	6YTRK4	GSMC	Owl Creek Commons	Owl Retail Investors LLC	Retail	$5,786,000	2/3/2017	360	360	The David E. Salmanson GST Exempt Trust - 2015	No
	29	 	7X44M9	GSMC	Aurora Commons	Optimus Aurora LLC	Retail	$5,625,000	1/31/2017	360	360	Joseph G. Padanilam	No
	30	 	3CM615	GSMC	Best Buy Fort Lauderdale	SPI/TSA E. Ft. Lauderdale, LLC	Retail	$4,500,000	1/6/2017	0	0	Richard D. Squires	No
	31	 	7Q8XM6	GSMC	Mills Shopping Center	Pinpoint Frazer Associates I, LLC	Retail	$4,350,000	12/2/2016	360	360	Dave Stanchak and Hugh (Herky) Pollock	No
	32	27	7XOPH5	GSMC	Santa Cruz Plaza	Santa Cruz Retail Plaza, LLC	Retail	$4,000,000	2/6/2017	360	360	Myer Solovy and Chaim Treibatch	No



 



     


     


    

 




	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	Upfront RE Tax Reserve ($)	Ongoing RE Tax Reserve ($)	Upfront Insurance Reserve ($)	Ongoing Insurance Reserve ($)	Upfront Replacement Reserve ($)	Ongoing Replacement Reserve ($)	Replacement Reserve Caps ($)	Upfront TI/LC Reserve ($)
	1	4, 5	6Y2NA9	GSMC	350 Park Avenue	$0	$0	$0	$0	$0	$0	$228,314	$1,829,270
	2	6, 7	7X0PB8	GSMC	Lafayette Centre	$0	$0	$0	$0	$0	$0	$0	$0
	3	8, 9, 10, 11	4F3745	GSMC	U.S. Industrial Portfolio	$0	$0	$0	$0	$1,259,746	$0	$1,259,746	$3,000,000
	3.01	 	4F3745	GSMC	Hannibal	 	 	 	 	 	 	 	 
	3.02	 	4F3745	GSMC	Kraco	 	 	 	 	 	 	 	 
	3.03	 	4F3745	GSMC	New WinCup - Phoenix	 	 	 	 	 	 	 	 
	3.04	 	4F3745	GSMC	Worlds Finest Chocolates	 	 	 	 	 	 	 	 
	3.05	 	4F3745	GSMC	SET - MI	 	 	 	 	 	 	 	 
	3.06	 	4F3745	GSMC	Plaid - Decatur	 	 	 	 	 	 	 	 
	3.07	 	4F3745	GSMC	Oracle Packaging	 	 	 	 	 	 	 	 
	3.08	 	4F3745	GSMC	TestAmerica - West SAC	 	 	 	 	 	 	 	 
	3.09	 	4F3745	GSMC	TestAmerica - Arvada	 	 	 	 	 	 	 	 
	3.1	 	4F3745	GSMC	Northwest Mailing Service	 	 	 	 	 	 	 	 
	3.11	 	4F3745	GSMC	Lyons	 	 	 	 	 	 	 	 
	3.12	 	4F3745	GSMC	Wilbert Plastics	 	 	 	 	 	 	 	 
	3.13	 	4F3745	GSMC	Angstrom Graphics	 	 	 	 	 	 	 	 
	3.14	 	4F3745	GSMC	New WinCup - Stone Mountain	 	 	 	 	 	 	 	 
	3.15	 	4F3745	GSMC	Universal Pool - Armory	 	 	 	 	 	 	 	 
	3.16	 	4F3745	GSMC	Jade-Sterling - IL	 	 	 	 	 	 	 	 
	3.17	 	4F3745	GSMC	Plaid - Norcross	 	 	 	 	 	 	 	 
	3.18	 	4F3745	GSMC	Phillips and Temro	 	 	 	 	 	 	 	 
	3.19	 	4F3745	GSMC	TestAmerica - Savannah	 	 	 	 	 	 	 	 
	3.2	 	4F3745	GSMC	Hover-Davis	 	 	 	 	 	 	 	 
	3.21	 	4F3745	GSMC	Jade-Sterling - OH	 	 	 	 	 	 	 	 
	3.22	 	4F3745	GSMC	Fitz Aerospace	 	 	 	 	 	 	 	 
	3.23	 	4F3745	GSMC	MVP Charleston	 	 	 	 	 	 	 	 
	3.24	 	4F3745	GSMC	Paragon Tech	 	 	 	 	 	 	 	 
	3.25	 	4F3745	GSMC	Aramsco and Bulls Eye	 	 	 	 	 	 	 	 
	3.26	 	4F3745	GSMC	Shale-Inland	 	 	 	 	 	 	 	 
	3.27	 	4F3745	GSMC	M.P. Pumps	 	 	 	 	 	 	 	 
	3.28	 	4F3745	GSMC	TestAmerica - Pensacola	 	 	 	 	 	 	 	 
	3.29	 	4F3745	GSMC	Microfinish	 	 	 	 	 	 	 	 
	3.3	 	4F3745	GSMC	MVP Mayfield	 	 	 	 	 	 	 	 
	3.31	 	4F3745	GSMC	Builders FirstSource	 	 	 	 	 	 	 	 
	3.32	 	4F3745	GSMC	Banner	 	 	 	 	 	 	 	 
	3.33	 	4F3745	GSMC	SET - IN	 	 	 	 	 	 	 	 
	3.34	 	4F3745	GSMC	Progressive Metal	 	 	 	 	 	 	 	 
	3.35	 	4F3745	GSMC	Universal Pool - 166th	 	 	 	 	 	 	 	 
	3.36	 	4F3745	GSMC	SITEL	 	 	 	 	 	 	 	 
	3.37	 	4F3745	GSMC	TestAmerica - Tallahassee	 	 	 	 	 	 	 	 
	3.38	 	4F3745	GSMC	Texas Die Casting	 	 	 	 	 	 	 	 
	3.39	 	4F3745	GSMC	TestAmerica - Corpus Christi	 	 	 	 	 	 	 	 
	4	12, 13	7X3Y63	GSMC	GSK R&D Centre	$0	$0	$0	$0	$0	$0	$0	$0
	5	 	3C0746	GSMC	935 Madison Avenue	$0	$0	$0	$0	$0	$0	$8,077	$0
	6	 	3C3M76	GSMC	Lasko Portfolio	$0	$0	$0	$0	$0	$0	$444,925	$0
	6.01	 	3C3M76	GSMC	Lasko Franklin	 	 	 	 	 	 	 	 
	6.02	 	3C3M76	GSMC	Lasko Fort Worth	 	 	 	 	 	 	 	 
	7	 	6YYFY6	GSMC	Writer Square	$0	$0	$0	$0	$0	$0	$0	$0
	8	13, 14	3CL419	GSMC	Ericsson North American HQ	$0	$0	$0	$0	$0	$0	$0	$0
	9	 	6YRTI1	GSMC	700 Broadway	$225,268	$112,634	$32,124	$5,354	$0	$5,310	$223,005	$0
	10	 	6YUEN9	GSMC	Lyric Centre	$237,918	$118,959	$0	$0	$0	$6,367	$0	$0
	11	 	6YTHG4	GSMC	River Front Shopping Center	$69,295	$69,295	$109,665	$9,303	$0	$1,906	$0	$0
	12	15	9049W4	GSMC	Simon Premium Outlets	$0	$0	$0	$0	$0	$0	$0	$0
	12.01	 	9049W4	GSMC	Queenstown Premium Outlets	 	 	 	 	 	 	 	 
	12.02	 	9049W4	GSMC	Pismo Beach Premium Outlets	 	 	 	 	 	 	 	 
	13	 	7X4191	GSMC	RSI Distribution Center	$0	$0	$0	$0	$0	$12,500	$300,000	$0
	14	16	6Y2XK6	GSMC	AMA Plaza	$0	$0	$0	$0	$0	$0	$0	$0
	15	17	9007T1	GSMC	North Run Business Park	$59,273	$19,758	$5,818	$2,909	$450,000	$4,811	$0	$800,000
	16	 	6YQO23	GSMC	20 West 37th Street	$177,184	$59,061	$0	$0	$0	$1,606	$0	$0
	17	7, 18	7X1LA4	GSMC	Pentagon Center	$0	$0	$0	$0	$0	$0	$0	$0
	18	19	5J6OE0	GSMC	225 Bush Street	$2,208,429	$162,477	$109,121	$15,589	$0	$11,987	$0	$0
	19	20	6Y2M69	GSMC	604 Mission Street	$39,289	$5,781	$0	$0	$0	$447	$0	$650,000
	20	21	3C3L36	GSMC	Largo 95	$112,883	$22,577	$0	$0	$0	$3,495	$0	$0
	21	22, 23	6YUBZ5	GSMC	Towneplace Suites Fort Walton Beach	$0	$7,453	$0	$0	$0	$20,191	$0	$0
	22	 	3CL3OD	GSMC	Market at Cedar Hill	$60,589	$30,294	$0	$0	$0	$1,605	$57,750	$450,000
	23	24	6Y2MT9	GSMC	Home2 Suites Tuscaloosa	$20,199	$10,100	$0	$0	$6,958	$6,958	$0	$0
	24	25	6Y0E47	GSMC	Rainbow & Badura	$0	$0	$0	$0	$0	$333	$25,000	$0
	25	 	3CCWC4	GSMC	Lancaster DMV	$6,595	$1,045	$0	$0	$0	$459	$0	$0
	26	 	3CLUG7	GSMC	Walgreens Citrus Heights	$0	$0	$0	$0	$0	$0	$0	$0
	27	 	3CM623	GSMC	Best Buy Braintree	$0	$0	$0	$0	$0	$0	$0	$0
	28	26	6YTRK4	GSMC	Owl Creek Commons	$7,801	$1,560	$0	$0	$0	$285	$17,126	$140,000
	29	 	7X44M9	GSMC	Aurora Commons	$0	$7,648	$2,404	$1,202	$0	$1,132	$0	$0
	30	 	3CM615	GSMC	Best Buy Fort Lauderdale	$0	$0	$0	$0	$0	$0	$0	$0
	31	 	7Q8XM6	GSMC	Mills Shopping Center	$16,306	$4,077	$0	$0	$0	$159	$0	$55,000
	32	27	7XOPH5	GSMC	Santa Cruz Plaza	$0	$3,421	$0	$0	$0	$356	$0	$150,000



 



     


     


    

 




	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	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 ($)	Ongoing Environmental Reserve ($)
	1	4, 5	6Y2NA9	GSMC	350 Park Avenue	$0	$2,283,136	$0	$0	$0	$0	$0	$0
	2	6, 7	7X0PB8	GSMC	Lafayette Centre	$0	$0	$0	$0	$0	$0	$0	$0
	3	8, 9, 10, 11	4F3745	GSMC	U.S. Industrial Portfolio	$0	$4,500,000	$0	$0	$0	$0	$0	$0
	3.01	 	4F3745	GSMC	Hannibal	 	 	 	 	 	 	 	 
	3.02	 	4F3745	GSMC	Kraco	 	 	 	 	 	 	 	 
	3.03	 	4F3745	GSMC	New WinCup - Phoenix	 	 	 	 	 	 	 	 
	3.04	 	4F3745	GSMC	Worlds Finest Chocolates	 	 	 	 	 	 	 	 
	3.05	 	4F3745	GSMC	SET - MI	 	 	 	 	 	 	 	 
	3.06	 	4F3745	GSMC	Plaid - Decatur	 	 	 	 	 	 	 	 
	3.07	 	4F3745	GSMC	Oracle Packaging	 	 	 	 	 	 	 	 
	3.08	 	4F3745	GSMC	TestAmerica - West SAC	 	 	 	 	 	 	 	 
	3.09	 	4F3745	GSMC	TestAmerica - Arvada	 	 	 	 	 	 	 	 
	3.1	 	4F3745	GSMC	Northwest Mailing Service	 	 	 	 	 	 	 	 
	3.11	 	4F3745	GSMC	Lyons	 	 	 	 	 	 	 	 
	3.12	 	4F3745	GSMC	Wilbert Plastics	 	 	 	 	 	 	 	 
	3.13	 	4F3745	GSMC	Angstrom Graphics	 	 	 	 	 	 	 	 
	3.14	 	4F3745	GSMC	New WinCup - Stone Mountain	 	 	 	 	 	 	 	 
	3.15	 	4F3745	GSMC	Universal Pool - Armory	 	 	 	 	 	 	 	 
	3.16	 	4F3745	GSMC	Jade-Sterling - IL	 	 	 	 	 	 	 	 
	3.17	 	4F3745	GSMC	Plaid - Norcross	 	 	 	 	 	 	 	 
	3.18	 	4F3745	GSMC	Phillips and Temro	 	 	 	 	 	 	 	 
	3.19	 	4F3745	GSMC	TestAmerica - Savannah	 	 	 	 	 	 	 	 
	3.2	 	4F3745	GSMC	Hover-Davis	 	 	 	 	 	 	 	 
	3.21	 	4F3745	GSMC	Jade-Sterling - OH	 	 	 	 	 	 	 	 
	3.22	 	4F3745	GSMC	Fitz Aerospace	 	 	 	 	 	 	 	 
	3.23	 	4F3745	GSMC	MVP Charleston	 	 	 	 	 	 	 	 
	3.24	 	4F3745	GSMC	Paragon Tech	 	 	 	 	 	 	 	 
	3.25	 	4F3745	GSMC	Aramsco and Bulls Eye	 	 	 	 	 	 	 	 
	3.26	 	4F3745	GSMC	Shale-Inland	 	 	 	 	 	 	 	 
	3.27	 	4F3745	GSMC	M.P. Pumps	 	 	 	 	 	 	 	 
	3.28	 	4F3745	GSMC	TestAmerica - Pensacola	 	 	 	 	 	 	 	 
	3.29	 	4F3745	GSMC	Microfinish	 	 	 	 	 	 	 	 
	3.3	 	4F3745	GSMC	MVP Mayfield	 	 	 	 	 	 	 	 
	3.31	 	4F3745	GSMC	Builders FirstSource	 	 	 	 	 	 	 	 
	3.32	 	4F3745	GSMC	Banner	 	 	 	 	 	 	 	 
	3.33	 	4F3745	GSMC	SET - IN	 	 	 	 	 	 	 	 
	3.34	 	4F3745	GSMC	Progressive Metal	 	 	 	 	 	 	 	 
	3.35	 	4F3745	GSMC	Universal Pool - 166th	 	 	 	 	 	 	 	 
	3.36	 	4F3745	GSMC	SITEL	 	 	 	 	 	 	 	 
	3.37	 	4F3745	GSMC	TestAmerica - Tallahassee	 	 	 	 	 	 	 	 
	3.38	 	4F3745	GSMC	Texas Die Casting	 	 	 	 	 	 	 	 
	3.39	 	4F3745	GSMC	TestAmerica - Corpus Christi	 	 	 	 	 	 	 	 
	4	12, 13	7X3Y63	GSMC	GSK R&D Centre	$0	$0	$0	$0	$0	$0	$0	$0
	5	 	3C0746	GSMC	935 Madison Avenue	$0	$80,772	$0	$0	$0	$0	$0	$0
	6	 	3C3M76	GSMC	Lasko Portfolio	$0	$0	$0	$0	$0	$0	$0	$0
	6.01	 	3C3M76	GSMC	Lasko Franklin	 	 	 	 	 	 	 	 
	6.02	 	3C3M76	GSMC	Lasko Fort Worth	 	 	 	 	 	 	 	 
	7	 	6YYFY6	GSMC	Writer Square	$0	$750,000	$0	$0	$0	$0	$0	$0
	8	13, 14	3CL419	GSMC	Ericsson North American HQ	$0	$0	$0	$0	$0	$0	$0	$0
	9	 	6YRTI1	GSMC	700 Broadway	$17,699	$0	$0	$0	$0	$0	$0	$0
	10	 	6YUEN9	GSMC	Lyric Centre	$39,796	$1,910,230	$0	$0	$112,500	$0	$0	$0
	11	 	6YTHG4	GSMC	River Front Shopping Center	$14,293	$514,490	$0	$0	$0	$0	$0	$0
	12	15	9049W4	GSMC	Simon Premium Outlets	$0	$0	$0	$0	$0	$0	$0	$0
	12.01	 	9049W4	GSMC	Queenstown Premium Outlets	 	 	 	 	 	 	 	 
	12.02	 	9049W4	GSMC	Pismo Beach Premium Outlets	 	 	 	 	 	 	 	 
	13	 	7X4191	GSMC	RSI Distribution Center	$0	$2,000,000	$0	$0	$0	$0	$0	$0
	14	16	6Y2XK6	GSMC	AMA Plaza	$0	$0	$0	$0	$0	$0	$0	$0
	15	17	9007T1	GSMC	North Run Business Park	$27,265	$0	$0	$0	$30,030	$0	$0	$0
	16	 	6YQO23	GSMC	20 West 37th Street	$12,850	$465,000	$0	$0	$0	$0	$0	$0
	17	7, 18	7X1LA4	GSMC	Pentagon Center	$0	$0	$0	$0	$0	$0	$0	$0
	18	19	5J6OE0	GSMC	225 Bush Street	$95,894	$0	$0	$0	$0	$0	$0	$0
	19	20	6Y2M69	GSMC	604 Mission Street	$0	$650,000	$0	$0	$0	$0	$0	$0
	20	21	3C3L36	GSMC	Largo 95	$34,937	$750,000	$0	$0	$8,690	$0	$0	$0
	21	22, 23	6YUBZ5	GSMC	Towneplace Suites Fort Walton Beach	$0	$0	$0	$0	$0	$0	$0	$0
	22	 	3CL3OD	GSMC	Market at Cedar Hill	$0	$450,000	$0	$0	$36,300	$0	$0	$0
	23	24	6Y2MT9	GSMC	Home2 Suites Tuscaloosa	$0	$0	$0	$0	$0	$0	$0	$0
	24	25	6Y0E47	GSMC	Rainbow & Badura	$1,111	$500,000	$0	$0	$0	$0	$0	$0
	25	 	3CCWC4	GSMC	Lancaster DMV	$2,294	$0	$60,047	$0	$0	$0	$0	$0
	26	 	3CLUG7	GSMC	Walgreens Citrus Heights	$0	$0	$0	$0	$0	$0	$0	$0
	27	 	3CM623	GSMC	Best Buy Braintree	$0	$0	$0	$0	$0	$0	$0	$0
	28	26	6YTRK4	GSMC	Owl Creek Commons	$0	$230,000	$0	$0	$0	$0	$0	$0
	29	 	7X44M9	GSMC	Aurora Commons	$6,250	$375,000	$0	$0	$300,000	$0	$0	$0
	30	 	3CM615	GSMC	Best Buy Fort Lauderdale	$0	$0	$0	$0	$0	$0	$0	$0
	31	 	7Q8XM6	GSMC	Mills Shopping Center	$1,591	$75,000	$0	$0	$4,278	$0	$0	$0
	32	27	7XOPH5	GSMC	Santa Cruz Plaza	$2,370	$175,000	$0	$0	$0	$0	$0	$0



 



     


     


    

 




	GS5	 	 	 	 	 	 	 	 	 	 	 	Environmental Insurance Required (Y/N)	 
	 Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	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	6Y2NA9	GSMC	350 Park Avenue	$1,413,328	$0	Free Rent Reserve ($1,413,328)	0	0	No	No	No	Asbestos
	2	6, 7	7X0PB8	GSMC	Lafayette Centre	$3,572,450	$0	Unfunded Obligations Reserve	0	0	No	No	No	Asbestos
	3	8, 9, 10, 11	4F3745	GSMC	U.S. Industrial Portfolio	$5,816,966	$0	Plaid Expansion Construction Reserve	0	3	No	No	Various	 
	3.01	 	4F3745	GSMC	Hannibal	 	 	 	 	 	No	No	Yes	Asbestos
	3.02	 	4F3745	GSMC	Kraco	 	 	 	 	 	No	No	No	Asbestos
	3.03	 	4F3745	GSMC	New WinCup - Phoenix	 	 	 	 	 	No	No	No	None
	3.04	 	4F3745	GSMC	Worlds Finest Chocolates	 	 	 	 	 	No	No	Yes	Asbestos
	3.05	 	4F3745	GSMC	SET - MI	 	 	 	 	 	No	No	No	None
	3.06	 	4F3745	GSMC	Plaid - Decatur	 	 	 	 	 	No	No	No	Asbestos
	3.07	 	4F3745	GSMC	Oracle Packaging	 	 	 	 	 	No	No	No	Asbestos
	3.08	 	4F3745	GSMC	TestAmerica - West SAC	 	 	 	 	 	No	No	No	None
	3.09	 	4F3745	GSMC	TestAmerica - Arvada	 	 	 	 	 	No	No	No	None
	3.1	 	4F3745	GSMC	Northwest Mailing Service	 	 	 	 	 	No	No	Yes	Asbestos
	3.11	 	4F3745	GSMC	Lyons	 	 	 	 	 	No	No	Yes	Asbestos
	3.12	 	4F3745	GSMC	Wilbert Plastics	 	 	 	 	 	No	No	No	Asbestos
	3.13	 	4F3745	GSMC	Angstrom Graphics	 	 	 	 	 	No	No	Yes	Asbestos
	3.14	 	4F3745	GSMC	New WinCup - Stone Mountain	 	 	 	 	 	No	No	No	Asbestos
	3.15	 	4F3745	GSMC	Universal Pool - Armory	 	 	 	 	 	No	No	No	Asbestos
	3.16	 	4F3745	GSMC	Jade-Sterling - IL	 	 	 	 	 	No	No	No	Asbestos
	3.17	 	4F3745	GSMC	Plaid - Norcross	 	 	 	 	 	No	No	No	None
	3.18	 	4F3745	GSMC	Phillips and Temro	 	 	 	 	 	No	No	No	Asbestos
	3.19	 	4F3745	GSMC	TestAmerica - Savannah	 	 	 	 	 	No	No	No	Asbestos
	3.2	 	4F3745	GSMC	Hover-Davis	 	 	 	 	 	No	No	No	None
	3.21	 	4F3745	GSMC	Jade-Sterling - OH	 	 	 	 	 	No	No	No	Asbestos
	3.22	 	4F3745	GSMC	Fitz Aerospace	 	 	 	 	 	No	No	No	Asbestos
	3.23	 	4F3745	GSMC	MVP Charleston	 	 	 	 	 	No	No	No	None
	3.24	 	4F3745	GSMC	Paragon Tech	 	 	 	 	 	No	No	No	Asbestos
	3.25	 	4F3745	GSMC	Aramsco and Bulls Eye	 	 	 	 	 	No	No	No	Asbestos
	3.26	 	4F3745	GSMC	Shale-Inland	 	 	 	 	 	No	No	No	Asbestos
	3.27	 	4F3745	GSMC	M.P. Pumps	 	 	 	 	 	No	No	No	None
	3.28	 	4F3745	GSMC	TestAmerica - Pensacola	 	 	 	 	 	No	No	No	None
	3.29	 	4F3745	GSMC	Microfinish	 	 	 	 	 	No	No	No	Asbestos
	3.3	 	4F3745	GSMC	MVP Mayfield	 	 	 	 	 	No	No	No	None
	3.31	 	4F3745	GSMC	Builders FirstSource	 	 	 	 	 	No	No	No	Asbestos
	3.32	 	4F3745	GSMC	Banner	 	 	 	 	 	No	No	No	None
	3.33	 	4F3745	GSMC	SET - IN	 	 	 	 	 	No	No	No	Asbestos
	3.34	 	4F3745	GSMC	Progressive Metal	 	 	 	 	 	No	No	No	Asbestos
	3.35	 	4F3745	GSMC	Universal Pool - 166th	 	 	 	 	 	No	No	Yes	Asbestos
	3.36	 	4F3745	GSMC	SITEL	 	 	 	 	 	No	No	No	Asbestos
	3.37	 	4F3745	GSMC	TestAmerica - Tallahassee	 	 	 	 	 	No	No	No	None
	3.38	 	4F3745	GSMC	Texas Die Casting	 	 	 	 	 	No	No	No	None
	3.39	 	4F3745	GSMC	TestAmerica - Corpus Christi	 	 	 	 	 	No	No	No	None
	4	12, 13	7X3Y63	GSMC	GSK R&D Centre	$0	$0	 	0	0	No	No	No	None
	5	 	3C0746	GSMC	935 Madison Avenue	$2,256,785	$0	Unfunded Obligations Reserve	0	0	No	No	No	None
	6	 	3C3M76	GSMC	Lasko Portfolio	$0	$0	 	0	0	No	No	No	 
	6.01	 	3C3M76	GSMC	Lasko Franklin	 	 	 	 	 	No	No	No	Asbestos, Lead Based Paint
	6.02	 	3C3M76	GSMC	Lasko Fort Worth	 	 	 	 	 	No	No	No	Asbestos, Lead Based Paint
	7	 	6YYFY6	GSMC	Writer Square	$0	$0	 	0	0	No	No	No 	None
	8	13, 14	3CL419	GSMC	Ericsson North American HQ	$0	$0	 	0	0	No	No	No	None
	9	 	6YRTI1	GSMC	700 Broadway	$1,853,091	$0	TI/LC & CapEx Reserve ($1,450,000), LL Obligation Reserve ($403,090.93)	0	0	No	No	No	Asbestos
	10	 	6YUEN9	GSMC	Lyric Centre	$955,476	$0	Unfunded Obligations Reserve	0	0	No	No	No	None
	11	 	6YTHG4	GSMC	River Front Shopping Center	$0	$0	 	0	0	No	No	Yes 	None
	12	15	9049W4	GSMC	Simon Premium Outlets	$0	$0	 	0	0	No	No	No	 
	12.01	 	9049W4	GSMC	Queenstown Premium Outlets	 	 	 	 	 	No	No	No	None
	12.02	 	9049W4	GSMC	Pismo Beach Premium Outlets	 	 	 	 	 	No	No	No	None
	13	 	7X4191	GSMC	RSI Distribution Center	$0	$0	 	0	15	No	No	No	None
	14	16	6Y2XK6	GSMC	AMA Plaza	$5,954,009	$0	Unfunded Obligations Reserve	0	0	No	No	No	None
	15	17	9007T1	GSMC	North Run Business Park	$567,812	$0	Unfunded Obligations Reserve	0	0	No	No	No	Asbestos
	16	 	6YQO23	GSMC	20 West 37th Street	$0	$0	 	0	0	No	No	No	Asbestos
	17	7, 18	7X1LA4	GSMC	Pentagon Center	$16,959,724	$0	Unfunded Obligations Reserve	0	0	No	No	No	Asbestos
	18	19	5J6OE0	GSMC	225 Bush Street	$0	$0	 	0	0	No	No	No	Asbestos
	19	20	6Y2M69	GSMC	604 Mission Street	$0	$0	 	0	0	No	No	No	Asbestos, Lead Based Paint
	20	21	3C3L36	GSMC	Largo 95	$2,058,000	$0	Earnout Reserve ($1,750,000), Unfunded Obligations Reserve ($308,000)	0	0	No	No	No 	None
	21	22, 23	6YUBZ5	GSMC	Towneplace Suites Fort Walton Beach	$40,000	$0	Seasonality Reserve ($40,000)	0	0	No	No	No	None
	22	 	3CL3OD	GSMC	Market at Cedar Hill	$92,300	$0	Unfunded Obligations Reserve ($91,800), Set Up Fee ($500)	0	0	No	No	No	None
	23	24	6Y2MT9	GSMC	Home2 Suites Tuscaloosa	$0	$0	 	0	0	No	No	No 	None
	24	25	6Y0E47	GSMC	Rainbow & Badura	$455,317	$0	Verizon Reserve ($217,452.19), Pearle Vision Reserve ($186,956.80), Café Zupas Reserve ($50,907.85)	0	0	No	No	No	None
	25	 	3CCWC4	GSMC	Lancaster DMV	$0	$0	 	0	0	No	No	No	None
	26	 	3CLUG7	GSMC	Walgreens Citrus Heights	$0	$0	 	0	0	No	No	No	None
	27	 	3CM623	GSMC	Best Buy Braintree	$0	$0	 	0	0	No	No	No	None
	28	26	6YTRK4	GSMC	Owl Creek Commons	$242,461	$0	Unfunded Obligations Reserve	0	0	No	No	No	None
	29	 	7X44M9	GSMC	Aurora Commons	$20,000	$0	Outstanding TI Allowance	0	0	No	No	No	Asbestos
	30	 	3CM615	GSMC	Best Buy Fort Lauderdale	$0	$0	 	0	0	No	No	No	None
	31	 	7Q8XM6	GSMC	Mills Shopping Center	$0	$0	 	0	0	No	No	No	None
	32	27	7XOPH5	GSMC	Santa Cruz Plaza	$300,000	$0	97 Cent Reserve ($175,000), Sprint Reserve ($125,000)	0	0	No	No	No	None



 



     


     


    

 




	GS5	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	Cash Management	Lockbox	 Rooms, Sq Ft 	Unit Description	Monthly Debt Service ($) (1)	Interest Accrual Method	Administrative Cost Rate (%) (2)	Ground Lease Y/N
	1	4, 5	6Y2NA9	GSMC	350 Park Avenue	Springing	Hard	                                  570,784 	sf	$330,795	Actual/360	0.01323%	No
	2	6, 7	7X0PB8	GSMC	Lafayette Centre	Springing	Hard	                                  793,553 	sf	$295,967	Actual/360	0.01448%	No
	3	8, 9, 10, 11	4F3745	GSMC	U.S. Industrial Portfolio	Springing	Hard	                               6,298,728 	sf	$281,125	Actual/360	0.01448%	No
	3.01	 	4F3745	GSMC	Hannibal	 	 	                                  429,122 	sf	 	 	 	No
	3.02	 	4F3745	GSMC	Kraco	 	 	                                  364,440 	sf	 	 	 	No
	3.03	 	4F3745	GSMC	New WinCup - Phoenix	 	 	                                  322,070 	sf	 	 	 	No
	3.04	 	4F3745	GSMC	Worlds Finest Chocolates	 	 	                                  434,252 	sf	 	 	 	No
	3.05	 	4F3745	GSMC	SET - MI	 	 	                                  284,351 	sf	 	 	 	No
	3.06	 	4F3745	GSMC	Plaid - Decatur	 	 	                                  282,514 	sf	 	 	 	No
	3.07	 	4F3745	GSMC	Oracle Packaging	 	 	                                  437,911 	sf	 	 	 	No
	3.08	 	4F3745	GSMC	TestAmerica - West SAC	 	 	                                    66,203 	sf	 	 	 	No
	3.09	 	4F3745	GSMC	TestAmerica - Arvada	 	 	                                    57,966 	sf	 	 	 	No
	3.1	 	4F3745	GSMC	Northwest Mailing Service	 	 	                                  228,032 	sf	 	 	 	No
	3.11	 	4F3745	GSMC	Lyons	 	 	                                  172,758 	sf	 	 	 	No
	3.12	 	4F3745	GSMC	Wilbert Plastics	 	 	                                  257,086 	sf	 	 	 	No
	3.13	 	4F3745	GSMC	Angstrom Graphics	 	 	                                  231,505 	sf	 	 	 	No
	3.14	 	4F3745	GSMC	New WinCup - Stone Mountain	 	 	                                  220,380 	sf	 	 	 	No
	3.15	 	4F3745	GSMC	Universal Pool - Armory	 	 	                                  240,255 	sf	 	 	 	No
	3.16	 	4F3745	GSMC	Jade-Sterling - IL	 	 	                                  215,389 	sf	 	 	 	No
	3.17	 	4F3745	GSMC	Plaid - Norcross	 	 	                                    71,620 	sf	 	 	 	No
	3.18	 	4F3745	GSMC	Phillips and Temro	 	 	                                  101,680 	sf	 	 	 	No
	3.19	 	4F3745	GSMC	TestAmerica - Savannah	 	 	                                    54,284 	sf	 	 	 	No
	3.2	 	4F3745	GSMC	Hover-Davis	 	 	                                    66,100 	sf	 	 	 	No
	3.21	 	4F3745	GSMC	Jade-Sterling - OH	 	 	                                  174,511 	sf	 	 	 	No
	3.22	 	4F3745	GSMC	Fitz Aerospace	 	 	                                  129,000 	sf	 	 	 	No
	3.23	 	4F3745	GSMC	MVP Charleston	 	 	                                  108,000 	sf	 	 	 	No
	3.24	 	4F3745	GSMC	Paragon Tech	 	 	                                    88,857 	sf	 	 	 	No
	3.25	 	4F3745	GSMC	Aramsco and Bulls Eye	 	 	                                    99,783 	sf	 	 	 	No
	3.26	 	4F3745	GSMC	Shale-Inland	 	 	                                  193,789 	sf	 	 	 	No
	3.27	 	4F3745	GSMC	M.P. Pumps	 	 	                                    81,769 	sf	 	 	 	No
	3.28	 	4F3745	GSMC	TestAmerica - Pensacola	 	 	                                    21,911 	sf	 	 	 	No
	3.29	 	4F3745	GSMC	Microfinish	 	 	                                  144,786 	sf	 	 	 	No
	3.3	 	4F3745	GSMC	MVP Mayfield	 	 	                                  101,244 	sf	 	 	 	No
	3.31	 	4F3745	GSMC	Builders FirstSource	 	 	                                  116,897 	sf	 	 	 	No
	3.32	 	4F3745	GSMC	Banner	 	 	                                    58,450 	sf	 	 	 	No
	3.33	 	4F3745	GSMC	SET - IN	 	 	                                  117,376 	sf	 	 	 	No
	3.34	 	4F3745	GSMC	Progressive Metal	 	 	                                    58,250 	sf	 	 	 	No
	3.35	 	4F3745	GSMC	Universal Pool - 166th	 	 	                                  109,814 	sf	 	 	 	No
	3.36	 	4F3745	GSMC	SITEL	 	 	                                    46,812 	sf	 	 	 	No
	3.37	 	4F3745	GSMC	TestAmerica - Tallahassee	 	 	                                    16,500 	sf	 	 	 	No
	3.38	 	4F3745	GSMC	Texas Die Casting	 	 	                                    78,177 	sf	 	 	 	No
	3.39	 	4F3745	GSMC	TestAmerica - Corpus Christi	 	 	                                    14,884 	sf	 	 	 	No
	4	12, 13	7X3Y63	GSMC	GSK R&D Centre	Springing	Hard	                                  635,058 	sf	$241,654	Actual/360	0.02448%	No
	5	 	3C0746	GSMC	935 Madison Avenue	Springing	Hard	                                    13,462 	sf	$273,095	Actual/360	0.01448%	No
	6	 	3C3M76	GSMC	Lasko Portfolio	In Place	Hard	                               2,224,627 	sf	$347,505	Actual/360	0.02448%	No
	6.01	 	3C3M76	GSMC	Lasko Franklin	 	 	                               1,272,575 	sf	 	 	 	No
	6.02	 	3C3M76	GSMC	Lasko Fort Worth	 	 	                                  952,052 	sf	 	 	 	No
	7	 	6YYFY6	GSMC	Writer Square	Springing	Springing	                                  180,705 	sf	$256,840	Actual/360	0.01448%	No
	8	13, 14	3CL419	GSMC	Ericsson North American HQ	In Place	Hard	                                  491,891 	sf	$292,432	Actual/360	0.01448%	No
	9	 	6YRTI1	GSMC	700 Broadway	In Place	Hard	                                  424,771 	sf	$189,209	Actual/360	0.01448%	No
	10	 	6YUEN9	GSMC	Lyric Centre	Springing	Springing	                                  382,046 	sf	$170,293	Actual/360	0.01448%	No
	11	 	6YTHG4	GSMC	River Front Shopping Center	Springing	Hard	                                  114,341 	sf	$165,643	Actual/360	0.01448%	No
	12	15	9049W4	GSMC	Simon Premium Outlets	Springing	Hard	                                  436,987 	sf	$153,931	Actual/360	0.01448%	No
	12.01	 	9049W4	GSMC	Queenstown Premium Outlets	 	 	                                  289,571 	sf	 	 	 	No
	12.02	 	9049W4	GSMC	Pismo Beach Premium Outlets	 	 	                                  147,416 	sf	 	 	 	No
	13	 	7X4191	GSMC	RSI Distribution Center	In Place	Hard	                               1,000,000 	sf	$140,899	Actual/360	0.03198%	No
	14	16	6Y2XK6	GSMC	AMA Plaza	Springing	Hard	                               1,119,503 	sf	$66,241	Actual/360	0.01448%	Yes
	15	17	9007T1	GSMC	North Run Business Park	In Place	Hard	                                  384,914 	sf	$158,454	Actual/360	0.04448%	No
	16	 	6YQO23	GSMC	20 West 37th Street	In Place	Hard	                                    77,100 	sf	$109,936	Actual/360	0.03448%	No
	17	7, 18	7X1LA4	GSMC	Pentagon Center	Springing	Hard	                                  911,818 	sf	$91,377	Actual/360	0.01448%	No
	18	19	5J6OE0	GSMC	225 Bush Street	In Place	Hard	                                  575,363 	sf	$68,388	Actual/360	0.01448%	No
	19	20	6Y2M69	GSMC	604 Mission Street	Springing	Hard	                                    26,794 	sf	$100,276	Actual/360	0.04448%	No
	20	21	3C3L36	GSMC	Largo 95	In Place	Hard	                                  149,795 	sf	$88,963	Actual/360	0.02448%	No
	21	22, 23	6YUBZ5	GSMC	Towneplace Suites Fort Walton Beach	Springing	Springing	                                        112 	Rooms	$95,842	Actual/360	0.04448%	No
	22	 	3CL3OD	GSMC	Market at Cedar Hill	Springing	Springing	                                  128,384 	sf	$78,369	Actual/360	0.06198%	No
	23	24	6Y2MT9	GSMC	Home2 Suites Tuscaloosa	Springing	Springing	                                        113 	Rooms	$62,940	Actual/360	0.01448%	No
	24	25	6Y0E47	GSMC	Rainbow & Badura	Springing	Springing	                                    26,667 	sf	$55,058	Actual/360	0.01448%	No
	25	 	3CCWC4	GSMC	Lancaster DMV	In Place	Springing	                                    27,522 	sf	$56,250	Actual/360	0.01448%	No
	26	 	3CLUG7	GSMC	Walgreens Citrus Heights	Springing	Springing	                                    14,820 	sf	$37,040	Actual/360	0.01448%	No
	27	 	3CM623	GSMC	Best Buy Braintree	In Place	None	                                    36,859 	sf	$26,878	Actual/360	0.05448%	No
	28	26	6YTRK4	GSMC	Owl Creek Commons	Springing	Springing	                                    16,980 	sf	$30,940	Actual/360	0.01448%	No
	29	 	7X44M9	GSMC	Aurora Commons	Springing	Springing	                                    73,696 	sf	$29,451	Actual/360	0.03448%	No
	30	 	3CM615	GSMC	Best Buy Fort Lauderdale	In Place	None	                                    42,820 	sf	$17,147	Actual/360	0.05448%	Yes
	31	 	7Q8XM6	GSMC	Mills Shopping Center	In Place	Hard	                                    12,730 	sf	$24,191	Actual/360	0.08448%	No
	32	27	7XOPH5	GSMC	Santa Cruz Plaza	Springing	Springing	                                    28,443 	sf	$21,266	Actual/360	0.01448%	No



 



     


     


    

 




	GS5	 	 	 	 	 	 	 	Pari Passu Companion Loan Monthly Debt Service ($)	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 
	Control Number	Footnotes	Loan Number	Mortgage Loan Seller	Property Name	Overlapping Fee Interest?	Prepayment Provision (3)	Companion Loan Flag 	Companion Loan Monthly Debt Service ($)	Companion Loan Interest Accrual Method
	1	4, 5	6Y2NA9	GSMC	350 Park Avenue	No	Lockout/27_Defeasance/87_0%/7	Yes	$648,310.44	Actual/360
	2	6, 7	7X0PB8	GSMC	Lafayette Centre	No	Lockout/25_Defeasance/91_0%/5	Yes	$575,790.03	Actual/360
	3	8, 9, 10, 11	4F3745	GSMC	U.S. Industrial Portfolio	 	Lockout/30_Defeasance/86_0%/4	Yes	$872,013.49	Actual/360
	3.01	 	4F3745	GSMC	Hannibal	No	 	 	 	 
	3.02	 	4F3745	GSMC	Kraco	No	 	 	 	 
	3.03	 	4F3745	GSMC	New WinCup - Phoenix	No	 	 	 	 
	3.04	 	4F3745	GSMC	Worlds Finest Chocolates	No	 	 	 	 
	3.05	 	4F3745	GSMC	SET - MI	No	 	 	 	 
	3.06	 	4F3745	GSMC	Plaid - Decatur	No	 	 	 	 
	3.07	 	4F3745	GSMC	Oracle Packaging	No	 	 	 	 
	3.08	 	4F3745	GSMC	TestAmerica - West SAC	No	 	 	 	 
	3.09	 	4F3745	GSMC	TestAmerica - Arvada	No	 	 	 	 
	3.1	 	4F3745	GSMC	Northwest Mailing Service	No	 	 	 	 
	3.11	 	4F3745	GSMC	Lyons	No	 	 	 	 
	3.12	 	4F3745	GSMC	Wilbert Plastics	No	 	 	 	 
	3.13	 	4F3745	GSMC	Angstrom Graphics	No	 	 	 	 
	3.14	 	4F3745	GSMC	New WinCup - Stone Mountain	No	 	 	 	 
	3.15	 	4F3745	GSMC	Universal Pool - Armory	No	 	 	 	 
	3.16	 	4F3745	GSMC	Jade-Sterling - IL	No	 	 	 	 
	3.17	 	4F3745	GSMC	Plaid - Norcross	No	 	 	 	 
	3.18	 	4F3745	GSMC	Phillips and Temro	No	 	 	 	 
	3.19	 	4F3745	GSMC	TestAmerica - Savannah	No	 	 	 	 
	3.2	 	4F3745	GSMC	Hover-Davis	No	 	 	 	 
	3.21	 	4F3745	GSMC	Jade-Sterling - OH	No	 	 	 	 
	3.22	 	4F3745	GSMC	Fitz Aerospace	No	 	 	 	 
	3.23	 	4F3745	GSMC	MVP Charleston	No	 	 	 	 
	3.24	 	4F3745	GSMC	Paragon Tech	No	 	 	 	 
	3.25	 	4F3745	GSMC	Aramsco and Bulls Eye	No	 	 	 	 
	3.26	 	4F3745	GSMC	Shale-Inland	No	 	 	 	 
	3.27	 	4F3745	GSMC	M.P. Pumps	No	 	 	 	 
	3.28	 	4F3745	GSMC	TestAmerica - Pensacola	No	 	 	 	 
	3.29	 	4F3745	GSMC	Microfinish	No	 	 	 	 
	3.3	 	4F3745	GSMC	MVP Mayfield	No	 	 	 	 
	3.31	 	4F3745	GSMC	Builders FirstSource	No	 	 	 	 
	3.32	 	4F3745	GSMC	Banner	No	 	 	 	 
	3.33	 	4F3745	GSMC	SET - IN	No	 	 	 	 
	3.34	 	4F3745	GSMC	Progressive Metal	No	 	 	 	 
	3.35	 	4F3745	GSMC	Universal Pool - 166th	No	 	 	 	 
	3.36	 	4F3745	GSMC	SITEL	No	 	 	 	 
	3.37	 	4F3745	GSMC	TestAmerica - Tallahassee	No	 	 	 	 
	3.38	 	4F3745	GSMC	Texas Die Casting	No	 	 	 	 
	3.39	 	4F3745	GSMC	TestAmerica - Corpus Christi	No	 	 	 	 
	4	12, 13	7X3Y63	GSMC	GSK R&D Centre	No	Lockout/26_Defeasance/86_0%/8	Yes	$218,321.96	Actual/360
	5	 	3C0746	GSMC	935 Madison Avenue	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	6	 	3C3M76	GSMC	Lasko Portfolio	 	Lockout/24_>YM or 1%/89_0%/7	 	 	 
	6.01	 	3C3M76	GSMC	Lasko Franklin	No	 	 	 	 
	6.02	 	3C3M76	GSMC	Lasko Fort Worth	No	 	 	 	 
	7	 	6YYFY6	GSMC	Writer Square	No	Lockout/26_>YM or 3%/90_0%/4	 	 	 
	8	13, 14	3CL419	GSMC	Ericsson North American HQ	No	Lockout/26_Defeasance/90_0%/4	Yes	$229,911.93	Actual/360
	9	 	6YRTI1	GSMC	700 Broadway	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	10	 	6YUEN9	GSMC	Lyric Centre	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	11	 	6YTHG4	GSMC	River Front Shopping Center	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	12	15	9049W4	GSMC	Simon Premium Outlets	 	Lockout/30_Defeasance/83_0%/7	Yes	$294,667.50	Actual/360
	12.01	 	9049W4	GSMC	Queenstown Premium Outlets	No	 	 	 	 
	12.02	 	9049W4	GSMC	Pismo Beach Premium Outlets	No	 	 	 	 
	13	 	7X4191	GSMC	RSI Distribution Center	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	14	16	6Y2XK6	GSMC	AMA Plaza	No	Lockout/29_Defeasance/26_0%/5	Yes	$220,803.88	Actual/360
	15	17	9007T1	GSMC	North Run Business Park	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	16	 	6YQO23	GSMC	20 West 37th Street	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	17	7, 18	7X1LA4	GSMC	Pentagon Center	No	Lockout/25_Defeasance/91_0%/5	Yes	$676,187.85	Actual/360
	18	19	5J6OE0	GSMC	225 Bush Street	No	Lockout/28_Defeasance/19_0%/13	Yes	$310,856.14	Actual/360
	19	20	6Y2M69	GSMC	604 Mission Street	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	20	21	3C3L36	GSMC	Largo 95	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	21	22, 23	6YUBZ5	GSMC	Towneplace Suites Fort Walton Beach	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	22	 	3CL3OD	GSMC	Market at Cedar Hill	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	23	24	6Y2MT9	GSMC	Home2 Suites Tuscaloosa	No	Lockout/26_>YM or 3%/90_0%/4	 	 	 
	24	25	6Y0E47	GSMC	Rainbow & Badura	No	Lockout/28_>YM or 1%/88_0%/4	 	 	 
	25	 	3CCWC4	GSMC	Lancaster DMV	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	26	 	3CLUG7	GSMC	Walgreens Citrus Heights	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	27	 	3CM623	GSMC	Best Buy Braintree	No	Lockout/23_>YM or 1%/93_0%/4	 	 	 
	28	26	6YTRK4	GSMC	Owl Creek Commons	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	29	 	7X44M9	GSMC	Aurora Commons	No	Lockout/25_>YM or 1%/91_0%/4	 	 	 
	30	 	3CM615	GSMC	Best Buy Fort Lauderdale	No	Lockout/24_>YM or 1%/92_0%/4	 	 	 
	31	 	7Q8XM6	GSMC	Mills Shopping Center	No	Lockout/27_Defeasance/89_0%/4	 	 	 
	32	27	7XOPH5	GSMC	Santa Cruz Plaza	No	Lockout/25_Defeasance/88_0%/7	 	 	 



 



     


     


    

 


	1	The monthly
    debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration
    of the interest-only period.
	2	The Administrative
    Cost Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Certificate Administrator/Trustee Fee Rate,
    the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable
    to each Mortgage Loan.
	3	The open period is
    inclusive of the Maturity Date.
	4	The lockout period
    will be at least 27 payment dates beginning with and including the first payment date of January 6, 2017. For the purposes
    of this prospectus, the assumed lockout period of 27 payment dates is based on the expected GSMS 2017-GS5 securitization closing
    date in March 2017. The actual lockout period may be longer.
	5	The Cut-off Date Principal
    Balance of $100,000,800 represents the non-controlling note A-2 of a $400,000,000 whole loan co-originated by Goldman Sachs
    Mortgage Company and Deutsche Bank AG, New York Branch, evidenced by four non-controlling senior pari passu notes, and two
    subordinate notes. The non-controlling note A-1 and non-controlling note A-3, with a combined Cut-off Date Principal Balance
    of $129,320,000, were contributed to the VNDO Trust 2016-350P securitization transaction. The controlling notes B-1 and B-2,
    with a combined Cut-off Date Principal Balance of $104,012,000, were also contributed to the VNDO Trust 2016-350P securitization
    transaction. The non-controlling note A-4, with a Cut-off Date Principal Balance of $66,667,200, is currently held by Deutsche
    Bank and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio
    at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow
    and Loan Per Unit calculations are based on the aggregate principal balance of the 350 Park Avenue Senior Loans of $295,988,000.
	6	The Cut-off Date Principal
    Balance of $82,500,000 represents the controlling note A-1 of a $243,000,000 whole loan evidenced by three pari passu notes.
    The companion loans are evidenced by the non-controlling note A-2 with an outstanding principal balance as of the Cut-off
    Date of $80,250,000, and by the non-controlling note A-3 with an outstanding principal balance as of the Cut-off Date of $80,250,000.
    The note A-2 and note A-3 are currently held by Goldman Sachs and are expected to be contributed to one or more future securitization
    transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten
    Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off
    Date Balance of $243,000,000.
	7	The lockout period
    will be at least 25 payment dates beginning with and including the first payment date of March 6, 2017. For the purposes of
    this prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2017-GS5 securitization closing
    date in March 2017. The actual lockout period may be longer.
	8	The Cut-off Date Principal
    Balance of $74,817,156 represents the non-controlling note A-3 of a $307,640,000 whole loan evidenced by four pari passu notes.
    The companion loans are evidenced by controlling note A-1, non-controlling note A-2 and non-controlling note A-4 with an aggregate
    outstanding principal balance as of the Cut-off Date of $232,072,844. The controlling note A-1 was contributed to the GSMS
    2016-GS3 securitization transaction. The non-controlling note A-2 was contributed to the GSMS 2016-GS4 securitization transaction.
    The non-controlling note A-4 is currently held by Goldman Sachs and is expected to be contributed to one or more future securitization
    transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating
    Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance
    of $306,890,000.
	9	The lockout period
    will be at least 30 payment dates beginning with and including the first payment date of October 6, 2016. For the purposes
    of this prospectus, the assumed lockout period of 30 payment dates is based on the expected GSMS 2017-GS5 securitization closing
    date in March 2017. The actual lockout period may be longer.
	10	The U.S. Industrial
    Portfolio Whole Loan requires monthly debt service payments of (i) $125,000 of principal plus (ii) the amount of interest
    accrued on the outstanding principal balance of the Mortgage Loan during the related interest accrual period.
	11	The Ongoing TI/LC Reserve,
    commencing on September 1, 2021 (or earlier if funds on deposit therein are less than $1,500,000) will equal $150,000 up to
    an amount equal to $4,500,000 until such time as funds on deposit therein are less than $1,500,000, and on each due date thereafter,
    the borrower will be required to resume monthly deposits in an amount equal to the lesser of (x) $150,000 and (y) the amount
    necessary to cause the tenant improvements and leasing commissions reserve account to contain funds equal to $1,500,000.
	12	The Cut-off Date Principal
    Balance of $72,500,000 represents the controlling note A-1 of a $138,000,000 whole loan evidenced by two pari passu notes.
    The companion loan is evidenced by the non-controlling note A-2 with an outstanding principal balance as of the Cut-off Date
    of $65,500,000, which is currently held by Goldman Sachs and is expected to be contributed to one or more future securitization
    transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten
    Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off
    Date Balance of $138,000,000.
	13	The lockout period
    will be at least 26 payment dates beginning with and including the first payment date of February 6, 2017. For the purposes
    of this prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2017-GS5 securitization closing
    date in March 2017. The actual lockout period may be longer.
	14	The Cut-off Date Principal
    Balance of $58,000,000 represents the controlling note A-1 of a $103,600,000 whole loan evidenced by two pari passu notes.
    The companion loan is evidenced by the non-controlling note A-2 with an outstanding principal balance as of the Cut-off Date
    of $45,600,000, which is currently held by Goldman Sachs and is expected to be contributed to one or more future securitization
    transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten
    Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off
    Date Balance of $103,600,000.
	15	The Cut-off Date Principal
    Balance of $34,660,720 represents the non-controlling note A-2 of a $102,000,000 whole loan evidenced by two pari passu notes.
    The companion loan, evidenced by controlling note A-1, with an outstanding principal balance as of the Cut-off Date of $66,350,521
    was contributed to the GSMS 2016-GS4 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten
    NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow
    and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $101,011,241.
	16	The Cut-off Date Principal
    Balance of $30,000,000 represents the non-controlling note A-2 of a $304,000,000 whole loan evidenced by two non-controlling
    senior pari passu notes, a subordinate note B with an outstanding principal balance as of the Cut-off Date of $101,600,000,
    and a subordinate note C with an outstanding principal balance as of the Cut-off Date of $72,400,000. The non-controlling
    note A-1, with an outstanding principal balance of $100,000,000, was contributed to the GSMS 2016-GS4 securitization transaction.
    Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt
    Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the AMA
    Plaza Senior Loans of $130,000,000.
	17	The Cut-off Date LTV
    Ratio is calculated based on the aggregate “as-is” appraised value of $36,300,000 plus a reserve totaling $1,250,000
    consisting of an Upfront Replacement Reserve of $450,000 and an Upfront TI/LC Reserve of $800,000. The Upfront Replacement
    Reserve of $450,000 was funded partially by the borrower in the amount of $75,000 at origination, and the remaining $375,000
    was funded by the seller. The Upfront TI/LC Reserve was funded partially by the borrower in the amount of $75,000 at origination
    and the remaining $725,000 was funded by the seller. The LTV Ratio at Maturity is calculated based on the “as stabilized”
    appraised value of $37,000,000 plus the $1,250,000 reserve. The Cut-off Date LTV Ratio calculated without adjusting for the
    funded reserve is 77.1%. The LTV Ratio at Maturity calculated without adjusting for the funded reserve is 64.7%.
	18	The Cut-off Date Principal
    Balance of $25,000,000 represents the non-controlling note A-1 of a $210,000,000 whole loan co-originated by Goldman Sachs
    Mortgage Company and Morgan Stanley Bank, N.A. evidenced by three pari passu notes. The controlling note A-2 with an outstanding
    principal balance as of the Cut-off Date of $80,000,000 is currently held by Goldman Sachs and is expected to be contributed
    to one or more future securitization transactions. The non-controlling note A-3 with an outstanding principal balance as of
    the Cut-off Date of $105,000,000 is currently held by Morgan Stanley and is expected to be contributed to one or more future
    securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR,
    Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are
    based on the aggregate Cut-off Date Balance of $210,000,000.
	19	The Cut-off Date Principal
    Balance of $22,000,000 represents the non-controlling note A-2 of a $235,000,000 whole loan evidenced by two non-controlling
    senior pari passu notes and a controlling subordinate note B with an outstanding principal balance as of the Cut-off Date
    of $113,000,000. The non-controlling note A-1, with an outstanding principal balance of $100,000,000, was contributed to the
    GSMS 2016-GS4 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield
    on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on
    the aggregate principal balance of the 225 Bush Street Senior Loans of $122,000,000.
	20	The Upfront TI/LC Reserve
    and TI/LC Cap are $650,000. In the event that 75% of the tenants that have lease expirations in 2018 or 2019 renew for at
    least a 5-year term at or above current base rental rates, $250,000 will be credited back to the borrower so long as such
    funds are spent re-tenanting the Mortgaged Property, and the TI/LC Cap will then be equal to $400,000.
	21	The Original Balance
    of $16,400,000 is inclusive of a $1,400,000 earnout reserve.
	22	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to (i) $20,193 for the Due Dates occurring in February 2017 through January
    2018, 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 5% 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 December.
	23	On each Due Date occurring
    in July, August, September and October of each calendar year, the borrower is required to deposit into the Seasonality Reserve
    Account an amount equal to $40,000.
	24	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates which occur in February 2017 through January 2018,
    $6,958, (ii) for the Due Dates which occur in February 2018 through January 2019, 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 December, 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 December.
	25	Ongoing TI/LC Reserve
    for each Due Date from and including the Due Date in December 2016 through and including the Due Date in November 2021 is
    required to be $1,111. Ongoing TI/LC Reserve for each Due Date from and including the Due Date in December 2021 through and
    including the Maturity Date is required to be $3,333.
	26	Beginning in February
    2022, the borrower will be required to pay monthly TI/LCs of $2,141 per month, capped at $230,000. In lieu of escrowing these
    monthly amounts the borrower may post a letter of credit for $90,000.
	27	On each Due Date, if
    and to the extent the amount contained in the TI/LC Reserve Account is less than the $175,000, the borrower is required to
    deposit into the TI/LC Reserve Account an amount equal to $2,370.



 



     


     


    

 


 


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 2017-GS5


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance 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 Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 











	 	[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 2017-GS5


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance 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 Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 











	 	[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 2017-GS5


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance 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 Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


  








	 	[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 2017-GS5


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance 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.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 





 



 


*       Select,
as applicable.


 



    Exhibit L-1


     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	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 2017-GS5


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance 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 Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 











	 	[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 2017-GS5


 


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5,
Class [__] 



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as
Special Servicer, and Pentalpha Surveillance 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 Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[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 2017-GS5


 


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, Class [__] 



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as
Special Servicer, and Pentalpha Surveillance 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.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are


 






    Exhibit O-1


     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[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 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 2017-GS5


Email: trustadministrationgroup@wellsfargo.com;

             cts.cmbs.bond.admin@wellsfargo.com






 


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5 



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS
Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as
Special Servicer, and Pentalpha Surveillance 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 the 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 nor a 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 [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In


 






    Exhibit P-1A-1


     


    


 


consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the 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 Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Companion Holder][Risk Retention
Consultation Party]
	 	 	 
		By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 






    Exhibit P-1A-2


     


    

 


cc: GS Mortgage Securities Corporation II


 




    Exhibit P-1A-3


     


    



 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head
	 	
        Wells Fargo Bank, National Association

        600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2017-GS5

        Email: 

trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: GSMS 2017-GS5 Transaction Manager

        With a copy sent via e-mail to: notices@pentalphasurveillance.com
with GSMS 2017-GS5 in the subject line

         

        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 Commercial Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5 



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS
Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as
Special Servicer, and Pentalpha Surveillance 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].


 






    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 Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          [For
use with any party other than the initial Directing Holder] The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 






    Exhibit P-1B-2


     


    

 


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]
	 	 	 
		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 2017-GS5


 


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


 


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 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5 



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS
Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as
Special Servicer, and Pentalpha Surveillance 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).


 


2.          The
undersigned is neither the Directing Holder, the Controlling Class Representative nor a 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.


 






    Exhibit P-1C-1


     


    

 


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 Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1C-2


     


    

 





	 	[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]


 


	Midland Loan Services, a Division of PNC Bank, National Association,
10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head
	 	
        Wells Fargo Bank, National Association

        

        600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2017-GS5

        Email: 

trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: GSMS 2017-GS5 Transaction Manager

        With a copy sent via e-mail to: notices@pentalphasurveillance.com with
        GSMS 2017-GS5 in the subject line

         

        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 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5 



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS
Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as
Special Servicer, and Pentalpha Surveillance 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].


 






    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.]


 


5.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be fully liable for any breach of the 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 Special Servicer, the Operating


 






    Exhibit P-1D-2


     


    

 


Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


8.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


9.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


10.        The
undersigned hereby certifies that an executed copy of this certification in [paper][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].


 


11.        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]
	 	 	 
		By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


cc: GS Mortgage Securities Corporation II


 




    Exhibit P-1D-3


     


    


 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head	 	
        Wells Fargo Bank, National Association

        600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2017-GS5

        Email: 

trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: GSMS 2017-GS5 Transaction Manager

        With a copy sent via e-mail to: notices@pentalphasurveillance.com
with GSMS 2017-GS5 in the subject line

         

        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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE GS MORTGAGE SECURITIES TRUST 2017-GS5, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2017-GS5, 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:


 






    Exhibit P-1E-1


     


    

 


1.          The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a 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
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the avoidance
of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned is
not a Borrower Party with respect to any other Mortgage Loan.


 


3.          If the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative,
then in each case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an
“Excluded Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation
Termination Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its
website as a special notice.


 


4.          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.


 






    Exhibit P-1E-2


     


    

 


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 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 Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers 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 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.


 


10.        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.


 


11.        The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this


 






    Exhibit P-1E-3


     


    

 


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]
	 	 	 
		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 2017-GS5

        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 2017-GS5

         



		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5



 


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] 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 2017-GS5 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]
	 	 	 
		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]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head	
        Wells Fargo Bank, National Association

        600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2017-GS5

        Email: 

trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com

	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: GSMS 2017-GS5 Transaction Manager

        With a copy sent via e-mail to: notices@pentalphasurveillance.com
with GSMS 2017-GS5 in the subject line

         

        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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5



 


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.


 






    Exhibit P-1F-1


     


    

 


4.          [For
use with any party other than the initial Controlling Class Representative] The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
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-1F-2


     


    


 


EXHIBIT P-1H


 


Form
of Certification of the risk retention PARTY


 


[Date]


 


	
        Midland Loan Services, a Division of PNC Bank, National Association,

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

Fax number: (888) 706-3565
	 	
        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 2017-GS5

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: GSMS 2017-GS5 Transaction Manager

        With a copy sent via e-mail to: notices@pentalphasurveillance.com
with GSMS 2017-GS5 in the subject line
	 	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
(GSMS 2017-GS5)

	 	 	 
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2017-GS5

(with a copy sent to cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com)
	 	 
	 	 	 


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, Retained Interest 



 


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 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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5



 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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”);



 


b.            has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


c.            has access to the Depositor’s 17g-5 website; and


 


d.           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 2017-GS5, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of March 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, and Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and the assets underlying or referenced by the Certificates,
including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with
respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website
of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the
[section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date
(as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided by
the specific Furnishing Entity.


 


Definition of Confidential
Information. For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include
the following information (irrespective of its source or form of communication, including information obtained by you through access
to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring
of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y) any of the terms, conditions or
other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


		●	was or becomes generally available to the public (including through filing with the Securities
and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative
(as defined below) in violation of this Confidentiality Agreement;



 


		●	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or



 


		●	is independently developed by the NRSRO without reference to any Confidential Information.



 






    Exhibit P-2-3


     


    

 


Information to Be Held in
Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that you are
aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material,
non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed
of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the Confidential
Information as private and confidential. Subject to the terms herein, without the prior written consent of the applicable Furnishing
Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to
you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 


		●	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior
to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure,
and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



 


		●	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



 


		●	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



 


Disclosures Required by
Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a


 






    Exhibit P-2-4


     


    

 


protective
order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree
not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other
reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its
efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion
of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however,
that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or
other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation to Return Evaluation
Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including
copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing
Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing
Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies
and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material
that may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation
Material obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain
subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 


Violations of this Confidentiality
Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly to advise
each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential
Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop
or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and agree that
the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions
of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches
of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy
to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed


 






    Exhibit P-2-5


     


    

 


that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This
Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This
Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of
Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings
and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality
Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such
agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


 


Contact Information.
Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


[_____________]


 




    Exhibit P-2-6


     


    


 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479


 


		Attention:	Corporate Trust Services (CMBS), GS Mortgage Securities
Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5



 


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 March 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management Inc., Moody’s Analytics, CMBS.com, Inc., Markit Group Limited or Thomson Reuters Corporation,
a market data provider that has been given access to the Statements to Certificateholders, CREFC® Reports and supplemental
notices on www.ctslink.com (“CTSLink”) by request of
the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.



 






    Exhibit P-3-1


     


    

 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 




    Exhibit P-3-2


     


    


 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5 



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance 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 listed
in the Mortgage Loan Schedule (other than any Mortgage 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 (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling
and Servicing Agreement and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the
related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the
Mortgage File.


 


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 






    Exhibit Q-1


     


    

 





	 	Wells Fargo Bank, National
Association, as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit Q-2


     


    


 


SCHEDULE A


 


	GS Mortgage Securities Corporation II

200 West Street 

New York, New York 10282

Attention:  Leah Nivison

Fax number:  (212) 428-1439

Email:  leah.nivison@gs.com	 	
        Moody’s Investors Service, Inc.

        7 World Trade Center

        250 Greenwich Street

        New York, New York 10007

        Attention: Commercial Mortgage Surveillance Group

        E-mail: CMBSSurveillance@moodys.com

	 	 	 
	Goldman Sachs Mortgage Company

200 West Street 

New York, New York 10282

Attention:  Leah Nivison

Fax number:  (212) 428-1439

Email:  leah.nivison@gs.com	 	
        Fitch Ratings, Inc.

        One State Street Plaza

        New York, New York 10004

        Attention: Commercial Mortgage Backed Securities Surveillance

        Facsimile No.: (212) 635-0295

        E-mail: info.cmbs@fitchratings.com

	 	 	 
	
        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
	 	
        Morningstar Credit Ratings, LLC

        410 Horsham Road, Suite A

        Horsham, Pennsylvania 19044

        Attention: CMBS Surveillance

        E-mail: cmbsratings@morningstar.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 2017-GS5

        Email: trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com
	 	
        Midland Loan Services, a Division of PNC Bank, National Association,
10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 1 (888) 706-3565



 




    Exhibit Q-3


     


    


 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Midland Loan Services, a Division of PNC Bank, National Association,


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: (888) 706-3565


 





	 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association,
a national banking association organized and existing under the laws of the United States and having an office at 600 South 4th
Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, not in its individual capacity but solely as Trustee (in such
capacity, the “Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National
Association (the “Master Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative
appointed by the Board of Directors of the Master Servicer, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (12) below; provided however,
that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required
or permitted under the terms of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Agreement”)
by and among GS Mortgage Securities Corporation II, as Depositor, the Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in
such capacity, the “Certificate Administrator”) and Trustee (in such capacity, the “Trustee”),
and Pentalpha Surveillance LLC, as Asset Representations Reviewer (in such capacity, the “Asset Representations Reviewer”)
and Operating Advisor (in such capacity, the “Operating Advisor”), on behalf of the GS Mortgage Securities
Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 and no power is granted hereunder to take any action
that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of Attorney
is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans (the “Loans”)
held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or deeds of trust (the “Mortgages”
and “Deeds of Trust” respectively), and other forms of security instruments (collectively, the “Security
Instruments”) and the Mortgage Notes secured thereby. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.


 






    Exhibit R-1-1


     


    

 


1.            Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful
means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed
of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in
lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the
Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state
or federal suit or any other action.


 


2.            Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.            Transact
business of any kind regarding the Loans and the Mortgaged Properties.


 


4.           Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


 


5.            Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements,
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.           Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.            [RESERVED].


 






    Exhibit R-1-2


     


    

 


8.            Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.            Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


10.          Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 


11.          Convey
the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey
title to real estate owned property (“REO Property”).


 


12.          Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property to
a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do as of [date].


 


This appointment is to be construed
and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended
to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Master Servicer hereby agrees
to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of this Limited Power
of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells Fargo
Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by a duly
elected and authorized signatory this _________ day of ________, 20[__].


 






    Exhibit R-1-3


     


    

 













	 	 	 	 	 
	NO CORPORATE SEAL	 	Wells Fargo Bank, National Association, as Trustee,
	 	 	 
	 	 	For GS Mortgage Securities Trust 2017-GS5
	 	 	 
	 	 	By:	 
	Witness:	 	, Vice President          
	 	 	 
	 	 	By:	 
	Witness:	 	, Vice President          
	 	 	 
	 	 	 
	Attest: 	Trust Officer     	 	 



 




    Exhibit R-1-4


     


    


 





	STATE OF	)
	 	) ss.:
	COUNTY OF	)


 

On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY
under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 





	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	 	 



 



    Exhibit R-1-5


     


    


 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR 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


 





	 





SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United States and having an office at
600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, not in its individual capacity but solely as Trustee
(in such capacity, the “Trustee”), hereby constitutes and appoints Rialto Capital Advisors, LLC (“Special
Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any officer appointed by the Board of Directors
of Special Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate for the tasks described in the items (1) through (10) below; provided however, that the documents described below
may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the
Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Agreement”) by and among GS Mortgage Securities
Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (the “Master
Servicer”), Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity,
the “Certificate Administrator”) and Trustee (in such capacity, the “Trustee”), and Pentalpha
Surveillance LLC, as Asset Representations Reviewer (in such capacity, the “Asset Representations Reviewer”)
and Operating Advisor (in such capacity, the “Operating Advisor”), on behalf of the GS Mortgage Securities
Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 and no power is granted hereunder to take any action
that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited
Power of Attorney is being issued in connection with the Special Servicer’s responsibilities to service certain mortgage
loans (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages
or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of
security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit R-2-1


     


    

 


1.
Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter
shall become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take
any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under
a Deed of Trust, the preparation and issuance of statements of
breach, notices of default, and/or notices of sale, taking deeds in lieu of foreclosure, evicting (to the extent allowed by federal,
state or local laws) and foreclosing on the properties under
the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state
or federal suit or any other action. 


 


2. Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Special Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee.


 


3. Obtain
an interest in the Loans, the Mortgaged Property and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


 


4.
Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding
the Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements,
payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property
adjustment agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements,
purchase and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Properties, in the interest of Wells Fargo Bank, National Association, as Trustee. 


 


5. Endorse on behalf of the undersigned
all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release
or amend letters of credit as property securing the loans.


 


6. Such other actions
and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.


 


7. Subordinate the lien
of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii) to an
easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but not limited
to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose, and the
execution or requests to the trustees to accomplish the same.


 


8. Convey the Mortgaged
Property to the mortgage insurer, or close the title to the Mortgaged


 






    Exhibit R-2-2


     


    

 


Property
to be acquired as real estate owner, or convey title to real estate owned property (“REO Property”).


 


9. Execute and deliver
the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu of foreclosure,
including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty / quit claim
deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property to a party contracted
to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The undersigned
gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing
necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the
undersigned might or could do as of [date].


 


This appointment
is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein
is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Special
Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees
and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of
this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power
of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under
the Agreement.


 


IN WITNESS
WHEREOF, Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name
and behalf by a duly elected and authorized signatory this ___ day of ___________, 2017.


 





	 	 	 	 	 
	NO CORPORATE SEAL	 	Wells Fargo Bank, National Association, as Trustee,
	 	 	 
	 	 	For GS Mortgage Securities Trust 2017-GS5
	 	 	 
	 	 	By:	 
	Witness: , Vice President	 	 
	 	 	 
	 	 	 	 
	Attest: Trust Officer	 	 	 


 



    Exhibit R-2-3


     


    



 





EXHIBIT S


 


INITIAL COMPANION HOLDERS, INITIAL CLASS MAJORITY
CERTIFICATEHOLDER


 


	Loan	Companion Holder
	350 Park Avenue	
        NOTE A-1; NOTE A-3; NOTE B-1; NOTE B-2:

         

        Wells Fargo Bank, National Association, as Trustee, for the Benefit
        of the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-350P

         

        NOTICE ADDRESS:

        

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS), VNDO Trust 2016-350P

        Email: cts.cmbs.bond.admin@wellsfargo.com;

        trustadministrationgroup@wellsfargo.com

         

        NOTE A-4



Deutsche Bank AG, New York Branch 

         

        Notice
        Address:

         

Deutsche Bank AG, New York Branch 

        60 Wall Street, 10th Floor 

        New York, NY 10005 

        Attention: Robert W. Pettinato, Jr. 

        Facsimile No.: (212) 797-4489

        

	Lafayette Centre	
        NOTE A-2; Note A-3:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company 



 






     Exhibit S-1


     


    




 


	 	
        200 West Street 

        New York, New York 10282 

        Attention: Leah Nivison 

	Ericsson 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 

	U.S. Industrial Portfolio	
        NOTE A-1:

         

        Wells Fargo Bank, National Association, as Trustee, for the Benefit
        of the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS), GS Mortgage Securities Trust 2016-GS3

        Email: cts.cmbs.bond.admin@wellsfargo.com;

        trustadministrationgroup@wellsfargo.com

         

        NOTE A-2:

         

        Wilmington Trust, National Association, as Trustee, for the Benefit
        of the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS4

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware, 19890

Attention: CMBS Trustee – GSMS 2016-GS4

Fax number: (302) 636-4140; 






 



     Exhibit S-2


     


    




 


	 	
        Email: cmbstrustee@wilmingtontrust.com

         

        NOTE A-4:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

200 West Street 

        New York, New York 10282 

        Attention: Leah Nivison 

	GSK R&D Centre	
        NOTE A-2:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison 

	Simon Premium Outlets	
        NOTE A-1:

         

        Wilmington Trust, National Association, as Trustee, for the Benefit
        of the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS4

         

        NOTICE ADDRESS:

        

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: CMBS Trustee – GSMS 2016-GS4

        Fax number: (302) 636-4140;

        Email: cmbstrustee@wilmingtontrust.com

        

	AMA Plaza	
         

        NOTE A-1; NOTE B:

         

        Wilmington Trust, National Association, as Trustee, for the
Benefit of the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS4 



 






     Exhibit S-3


     


    




 


	 	
        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: CMBS Trustee – GSMS 2016-GS4

        Fax number: (302) 636-4140;

        Email: cmbstrustee@wilmingtontrust.com

         

        NOTE C

         

        SHBNPP GLOBAL PROFESSIONAL INVESTMENT TYPE PRIVATE REAL ESTATE INVESTMENT
        TRUST NO.6

         

        NOTICE ADDRESS:

        

        SHBNPP GLOBAL PROFESSIONAL INVESTMENT TYPE PRIVATE REAL ESTATE INVESTMENT
        TRUST NO.6

        c/o Shinhan BNP Paribas Asset Management Co., Ltd.

        Shinhan Investment Tower 19th Floor, 70 Yeoui-daero, Youngdeungpo-gu, Seoul, 07325, Republic of Korea

        Attention: Ju Hyun Kim

        Fax number: +822 761-1286

        Email: juhyun.kim@shbnppam.com

        

	Pentagon Center	
        NOTE A-2:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

        200 West Street

        

        New York, New York 10282

        

        Attention: Leah Nivison

         

        NOTE A-3:

         

        Morgan Stanley Bank, N.A.

         

        NOTICE ADDRESS:

         

        Morgan Stanley Bank, N.A.

1585 Broadway 



 






     Exhibit S-4


     


    




 


	 	New
    York, New York 10036

    Attention: Jane H. Lam

    

    with a copy to:

    

    Morgan Stanley Bank, N.A.

    1221 Avenue of the Americas

    New York, New York 10020

    Attention: Legal Compliance Division
	225 Bush Street	
        NOTE A-1; Note B:

         

        Wilmington Trust, National Association, as Trustee, for the Benefit
        of the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS4

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware, 19890

Attention: CMBS Trustee – GSMS 2016-GS4

Fax number: (302) 636-4140;

Email: cmbstrustee@wilmingtontrust.com 

         







     Exhibit S-5


     


    






 


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 March 1, 2017 (the “GS5 PSA”), by and among
GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”)
and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and as trustee (in such capacity, the “Trustee”), pursuant to which the GS Mortgage Securities Trust 2017-GS5
(the “GS5 Trust”) was established and the [350 Park Avenue][U.S. Industrial Portfolio][Simon Premium Outlets][AMA
Plaza][225 Bush Street] Companion Loan was transferred to the GS5 Trust as of March 21, 2017 (the “Closing Date”).


 






     Exhibit T-1


     


    




 


The undersigned hereby notifies
you that, as of the Closing Date:


 


1.       Wells
Fargo Bank, National Association, as trustee under the GS5 PSA, is the holder of the [350 Park Avenue][U.S. Industrial Portfolio][Simon
Premium Outlets][AMA Plaza][225 Bush Street] Companion Loan.


 


2.       You
are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GS5
PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer under the GS5 PSA, all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to, the holder of the [350 Park Avenue][U.S.
Industrial Portfolio][Simon Premium Outlets][AMA Plaza][225 Bush Street] Companion Loan, under the [Other Pooling and Servicing
Agreement], and the [350 Park Avenue][U.S. Industrial Portfolio][Simon Premium Outlets][AMA Plaza][225 Bush Street] Companion Loan
Co-Lender Agreement, as applicable.


 


The [350 Park Avenue][U.S. Industrial
Portfolio][Simon Premium Outlets][AMA Plaza][225 Bush Street] Mortgage Loan [is][is not] a Significant Obligor (as such term is
defined in the GS5 PSA) under the GS5 PSA.


 


3.            The
contact information for the GS5 Trustee, the GS5 Certificate Administrator, the GS5 Master Servicer, the GS5 Special Servicer,
and the Companion Loan Holder Representative[s] with respect to the [350 Park Avenue][U.S. Industrial Portfolio][Simon Premium
Outlets][AMA Plaza][225 Bush Street] Companion Loan are as follows:





	
         

        GS5 Trustee:

         

         

         
	 	
         

        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 2017-GS5

        

	GS5 Certificate Administrator:	 	
         

        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 2017-GS5

        

	GS5 Master Servicer:	 	
         

        Midland Loan Services, a Division of PNC Bank, National Association 

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attn: Executive Vice President – Division Head

        

	GS5 Special Servicer:	 	
         

        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172  




 






     Exhibit T-2


     


    




 


	 	 	Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

                                                                                Facsimile: (305) 229-64

	[350 Park Avenue] Companion Loan Holder Representative	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        VNDO Trust 2016-350P

        

	[U.S. Industrial Portfolio] Companion Loan Holder Representatives	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        GS Mortgage Securities Trust 2016-GS3 

          

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: CMBS Trustee – GSMS 2016-GS4

        

	[Simon Premium Outlets][225 Bush Street] Companion Loan Holder Representative	 	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware, 19890

Attention: CMBS Trustee – GSMS 2016-GS4
	[AMA Plaza] Companion Loan Holder Representatives	 	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: CMBS Trustee – GSMS 2016-GS4

         

        SHBNPP GLOBAL PROFESSIONAL INVESTMENT TYPE PRIVATE REAL ESTATE
INVESTMENT TRUST NO.6

c/o Shinhan BNP Paribas Asset Management Co., Ltd.

Shinhan Investment Tower 19th Floor, 70 Yeoui-daero, Youngdeungpo-gu, Seoul, 07325, Republic of Korea

Attention: Ju Hyun Kim 






 


4.       The
GS5 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 GS5 PSA will be available upon request.


 






     Exhibit T-3


     


    




  








	 	Very truly yours,
	 	 	 	 
	 	 	By: 	 
	 	 	Name: 	
	 	 	Title:	





 



     Exhibit T-4


     


    










 


EXHIBIT U 


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To:


 


	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com	Morningstar Credit Ratings, LLC

410 Horsham Road, Suite A

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

E-mail: cmbsratings@morningstar.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:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
under the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), by and
among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5
 
 Mortgage Loan (the “Mortgage 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 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; or


 


____a partial defeasance of a portion
of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______% of the
entire principal balance of the Mortgage 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 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 than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 






     Exhibit U-2


     


    




 


(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 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 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 (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 (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 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


 



     Exhibit U-3


     


    

 


the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)         Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)         Certify that the individual
under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing Officer
as of the date of the defeasance described above.


 


(e)         Agree to provide copies
of all items listed in Exhibit B to you upon request.








 






     Exhibit U-4


     


    




 


IN WITNESS WHEREOF, the Master
Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	MIDLAND LOAN SERVICES, A DIVISION OF
PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 






     Exhibit U-5


     


    




 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1 


 


Report Date: This report
will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement,
dated as of [____] (the “Pooling and Servicing Agreement”), among [_______].

Transaction: GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5

Operating Advisor: Pentalpha Surveillance 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 Packages received from the Special Servicer.



 


		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 and each Final
Asset Status Report. [AFTER AN OPERATING ADVISOR CONSULTATION EVENT], and each Asset Status Report



 






     Exhibit V-2


     


    




 


		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.



 


		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 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, the Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Holder’s discussion(s) regarding any Specially Serviced
Loan. The Operating Advisor does not have authority to speak with the Directing Holder directly. As such, the Operating Advisor
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



 






     Exhibit V-3


     


    




  


	 	 	 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 Special Servicer 


 


Wells Fargo Bank, National Association 


as Trustee


9062 Old Annapolis Road 


Columbia, Maryland 20145-1951 


Attention: Corporate Trust Services (CMBS) 


GS Mortgage Securities Trust 2017-GS5 


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


  


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, 

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 March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf
of the holders of GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review of the
Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing
Agreement, it is our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special Servicer, is not [performing
its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors
support our assessment: [________].


 






     Exhibit W-1


     


    

 


 


Based upon such assessment,
we further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________] be appointed
its successor in such capacity. 





 





	 	Very truly yours,
	 	 
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:


 



     Exhibit W-2


     


    




 





EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


[Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile number: (888) 706-3565]


 


[Rialto Capital Advisors, LLC





790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff Krasnoff,
Niral Shah, Adam Singer 


Facsimile: (305) 229-6425]


 


		Re:	Access to Certain Information Regarding GS Mortgage Securities Trust 2017-GS5,
Commercial Mortgage Pass-Through Certificates, Series 2017-GS5



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain Pooling
and Servicing Agreement dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), among the GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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.


 


[Midland Loan Services, a Division of PNC Bank,
National Association (“Midland”)][Rialto Capital Advisors, LLC (“Rialto”)] understands that
[____] (the “Company”) is requesting
certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Midland][Rialto] will provide the Company
with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The
Company acknowledges that the Confidential Information (a) includes or may be based upon information provided to
[Midland][Rialto] by third parties, (b) may not have been verified by [Midland][Rialto], and (c) may be incomplete or contain
inaccuracies. The Company agrees that [Midland][Rialto], the [“Master Servicer”]


 






     Exhibit X-1


     


    




 


[_____] [__], 20[__]

Page 2


 


[“Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its Representatives (as defined below) shall not
have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential
Information, (y) any use of the Confidential Information, or (z) [Midland][Rialto]’s failure or inability to provide
the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute
“Confidential Information” for
purposes of this letter agreement: (a) information that was already in Company’s possession prior to its receipt from
[Midland][Rialto]; (b) information that is obtained by Company from a third person who, insofar as is known to Company, is
not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to
[Midland][Rialto]; (c) information that is or becomes publicly available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives” with respect to any entity shall mean the
officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal
counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Midland][Rialto]’s election): (i) responses to reasonable written inquiries received from the Company,
(ii) conference calls conducted on a reasonably scheduled basis with [Midland][Rialto]’s surveillance group, or (iii) direct
on-line access (read-only capacity) to the information available on the applicable [____] system or any successor or replacement
system (“System”). [Midland][Rialto]
may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Midland][Rialto] determines (in its sole discretion) that such termination is necessary for
any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement,
the related Mortgage Loan documents, or any applicable law. [Midland][Rialto] shall cease to provide the Company with Confidential
Information if [Midland][Rialto] has actual knowledge that the Company or its Representatives are affiliates of any borrower under
the Mortgage Loan documents and [Midland][Rialto] determines that the provision, notice or access to such Confidential Information
would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s
obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination
of the Company’s access to the Confidential Information. [Midland][Rialto]’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


 






     Exhibit X-2


     


    




 


[_____] [__], 20[__]

Page 3


  


Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Midland][Rialto] intends at all times to comply with the terms and provisions of the Pooling
and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland][Rialto]’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect to
the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 






     Exhibit X-3


     


    







 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


  





	 	Very truly yours,
	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION OF PNC
BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


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:


 


		6.	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 2017-GS5 (the “Exchange
Act periodic reports”);



 


		7.	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;



 


		8.	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;



 


		9.	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 Special Servicer
have fulfilled their obligations under the Pooling and Servicing Agreement in all material respects; and



 


		10.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer;


 


(B) Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer for the 350 Park Avenue Mortgage Loan, AEGON USA Realty Advisors,
LLC, as Special Servicer for the 350 Park Avenue Mortgage Loan and Wells Fargo Bank, National


 



     Exhibit Y-1


     


    

 


Association, as Trustee, Certificate
Administrator and Custodian for the 350 Park Avenue Mortgage Loan;


 


(C) Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer for the U.S. Industrial Portfolio Mortgage Loan, Rialto Capital
Advisors, LLC, as Special Servicer for the U.S. Industrial Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as
Trustee, Certificate Administrator and Custodian for the U.S. Industrial Portfolio Mortgage Loan and Pentalpha Surveillance, LLC,
as Operating Advisor and Asset Representations Reviewer for the U.S. Industrial Portfolio Mortgage Loan;


 


(D) Wells Fargo Bank, National
Association, as Master Servicer for the Simon Premium Outlets Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Simon Premium Outlets Mortgage Loan, Wilmington Trust, National Association, as Trustee
for the Simon Premium Outlets Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian
for the Simon Premium Outlets Mortgage Loan and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer for the Simon Premium Outlets Mortgage Loan;


 


(E) Wells Fargo Bank, National
Association, as Master Servicer for the AMA Plaza Mortgage Loan, Wells Fargo Bank, National Association, as Special Servicer for
the AMA Plaza Mortgage Loan, Wilmington Trust, National Association, as Trustee for the AMA Plaza Mortgage Loan, Wells Fargo Bank,
National Association, as Certificate Administrator and Custodian for the AMA Plaza Mortgage Loan and Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer for the AMA Plaza Mortgage Loan;


 


(F) Wells Fargo Bank, National
Association, as Master Servicer for the 225 Bush Street Mortgage Loan, AEGON USA Realty Advisors, LLC, as Special Servicer for
the 225 Bush Street Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 225 Bush Street Mortgage Loan, Wells
Fargo Bank, National Association, as Certificate Administrator and Custodian for the 225 Bush Street Mortgage Loan and Park Bridge
Lender Services LLC, as Operating Advisor and Asset Representations Reviewer for the 225 Bush Street Mortgage Loan; and


 


(G) [AFTER THE APPLICABLE SERVICING
SHIFT SECURITIZATION DATE:] [______], as Master Servicer for the Pentagon Center Mortgage Loan, [______], as Special Servicer for
the Pentagon Center Mortgage Loan, [______], as Trustee for the Pentagon Center Mortgage Loan, [______], as Certificate Administrator
for the Pentagon Center Mortgage Loan, and [______], as Operating Advisor and Asset Representations Reviewer for the Pentagon Center
Mortgage Loan;


 






     Exhibit Y-2


     


    

 





	Date:	 	 	 
	 	 	 	 
	 	 	 	 
	[NAME OF OFFICER]	 	 
	(Senior officer in charge of securitization of the depositor)	 


 






     Exhibit Y-3


     


    




 





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 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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 servicer 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 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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 SPECIAL SERVICER 


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison




 


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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 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 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 Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the


 



    Exhibit Z-3-1


     


    

 


Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.       I (or
Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under the
Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the 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 Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the 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 Special Servicer
or any Servicing Function Participant retained by the 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 Special Servicer responsible for reviewing the activities performed by the 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 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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; 


 


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;


 






    Exhibit Z-5-1


     


    




 


4.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and 


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me as an officer
of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing
Agreement.


 





	Dated:	 	 	 





 





	 	Name:
	 	Title:







 




    Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN 


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Corporation II, issued pursuant to the Pooling and Servicing
Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation
II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance
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; 


 


3.       Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information; 


 






    Exhibit Z-6-1


     


    




 


4.       I (or
officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance statement
to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or
any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is being signed by me as an officer
of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 





 





	 	Name:
	 	Title:




 






    Exhibit Z-6-2


     


    







 


Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER





 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5, issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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;


 


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


 






    Exhibit Z-7-1


     


    

 


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)

        

        Asset Representations
Reviewer (with respect to A and B)3

         

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian


  





 






2
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement
during the applicable calendar year.


 





3 Only to the extent that
the Asset Representations Reviewer was required to perform an Asset Review pursuant to the Pooling and Servicing Agreement during
the applicable calendar year. 



 



    Exhibit AA-2


     


    




 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
                                         Servicer

                                         Operating Advisor

        

        Asset Representations
        Reviewer4

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer


 





 



 





4 Only
to the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the Pooling and Servicing
Agreement during the applicable calendar year.


 






    Exhibit AA-3


     


    

  


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A











  


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the Master Servicer and the
Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment of compliance
in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-4


     


    



 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the 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 and the 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 or the Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this GS Mortgage Securities Trust 2017-GS5 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB. 


 


	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:

         

        ●    
Item 1117 of Regulation AB (it being acknowledged that such Item 1117
	
        ●    
Master Servicer (as to itself) 

         

        ●    
Special Servicer (as to itself)  




 






     Exhibit BB-1


     


    

 


	
        

        requires disclosure
        only of proceedings described therein that are material to security holders)

         
	
        

        

        ●    
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 operating statements, budgets and rent rolls of the related Mortgaged Property or REO 
	
        ●     
Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”) 

         

        ●    
        Special Servicer (as to REO Properties)

         

         

         




 






     Exhibit BB-2


     


    

 


	
        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)

         

        ●     Master Servicer (with respect to the balances of each REO Account (to the 




 






     Exhibit BB-3


     


    

 


		
        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 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 10: Exhibits (no. 22): 

        
	●     The applicable party that is the “Party 



 






     Exhibit BB-4


     


    

 


	
        

         

        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.

        
	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 “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously 	●     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 DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is 


 






     Exhibit BB-5


     


    

 


	reported as
“Additional Form 8-K Disclosure”.	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
and the 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 and the
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 or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this GS Mortgage Securities
Trust 2017-GS5 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the
Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity
or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB. 


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	●     Depositor
	
        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.  



 






     Exhibit CC-1


     


    

 


	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, if the Prospectus specifically states that the applicable Mortgage Loans 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 any) when the Depositor notifies the parties to this Agreement to the effect that
such party




 






     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 2017-GS5 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 2017-GS5 transaction
or the Mortgage Loans 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 10-K if it was disclosed in the Prospectus or if
	
        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


     


    

  





	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 2017-GS5 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 disclosed in the Prospectus or if it was
	
        ●   
The Depositor 

        ●   
        The Mortgage Loan Seller

         




 






     Exhibit CC-6


     


    

 


	   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 2017-GS5 transaction
or the Mortgage Loans 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 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.
	
        Item 15: Exhibits (no. 16): 

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	●     Not Applicable



 






     Exhibit CC-8


     


    

 


	
        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. 

	
        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 



 






     Exhibit CC-9


     


    

 


	
        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
	
        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 CC-10


     


    

 


	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 or the 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 and the 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 and the 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 or the Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special
Servicer, as the case may be. For this GS Mortgage Securities Trust 2017-GS5 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB. 


 


	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 each case to the extent
of any amendment or definitive agreement 
	 



 






     Exhibit DD-1


     


    

 


	
         

         

         
	that
    satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage
    Loans 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 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	 
	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 
	 



 






     Exhibit DD-2


     


    

 


	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 or 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 (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4): 

         

        With respect to instruments defining the rights
of security holders (Exhibit No. 4 of 
	
        ●    
Certificate Administrator 

         

        provided, in each case, that this shall
in no 




 






     Exhibit DD-3


     


    

 


	
        Item 601 of Regulation S-K)
	
        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 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. 99)  

        
	●     Not Applicable.



 






     Exhibit DD-4


     


    

 


	
        

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	
	
        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 2017-GS5 


 


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 March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”), Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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	RSI Distribution Center	Grandbridge Real Estate Capital LLC	Cashiering
	GSMC	Market at Cedar Hill	Berkadia Commercial Mortgage LLC	Cashiering
	GSMC	GSK R&D Centre	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Lasko Portfolio	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	20 West 37th Street	CBRE Loan Services, Inc.	Non-cashiering
	GSMC	604 Mission Street	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Largo 95	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Towneplace Suites Fort Walton Beach	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Best Buy Braintree	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Aurora Commons	PFG Servicing Corporation	Non-cashiering
	GSMC	Best Buy Fort Lauderdale	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Mills Shopping Center	CBRE Loan Services, Inc.	Non-cashiering


 






     Exhibit FF-1


     


    

 





EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


[None.] [TBU]


 






     Exhibit GG-1


     


    




 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer] [Rialto Capital Advisors, LLC, as Special Servicer] [Wells Fargo Bank, 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:	 	


 


[MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer]

[RIALTO CAPITAL ADVISORS, LLC, as Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 








 






    Exhibit HH-1


     


    

 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		9.	[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.


900
7th Street, NW, Suite 820


Washington,
DC 20001


Attn:
President


 


or
by wire transfer to:


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)


Bank
Name: Chase


Bank
Address: 80 Broadway, New York, NY 10005


Routing
Number: 021000021


Account
Number: 213597397


 




    Exhibit JJ-1


     


    

 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


VIA
E-MAIL: 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.sec.notifications@wellsfargo.com; trustadministrationgroup@wellsfargo.com


 


Ref:
GSMS 2017-GS5, 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
    2017-GS5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	GSMS
    2017-GS5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	GSMS
    2017-GS5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	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 2017-GS5


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 March 1, 2017 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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 2017-GS5


 


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


 


Pentalpha
Surveillance LLC


375
N. French Road, Suite 100


Amherst,
New York 14228


Attention:
GSMS 2017-GS5 Transaction Manager


With
a copy sent via e-mail to: notices@pentalphasurveillance.com with GSMS 2017-GS5 in the subject line


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS5 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of March 1, 2017,
                                         by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC,
                                         as Special Servicer, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset
                                         Representations Reviewer



 


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:






	 



 







    Exhibit MM-1


     


    




	 
	 


 


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 REVIEWER5


 


To:
[Addresses of Recipients]


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review
on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms
                                         of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence
                                         of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
                                         Mortgage Loans.



 


		2.	A
                                         conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination
                                         by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether
                                         the Trust should enforce any rights it may have against the Mortgage Loan Seller. In
                                         addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         ARR, other than forwarding this report to the persons listed above, will not be required
                                         to take or participate in any other or further action with respect to the aforementioned
                                         Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the above-captioned Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	  Name:
	 	 	  Title:


 





 






 


5
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






    Exhibit NN-1


     


    

 


 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]	44	Lease
    Estoppels	44c	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	32b	 	 





 






    Exhibit NN-2


     


    

 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT SUMMARY6


 


To:
[Addresses of Recipients]


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS5



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review
on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms
                                         of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence
                                         of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
                                         Mortgage Loans.



 


		2.	A
                                         conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination
                                         by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether
                                         the Trust should enforce any rights it may have against the Mortgage Loan Seller. In
                                         addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         ARR, other than forwarding this Asset Review Report Summary to the parties listed above,
                                         will not be required to take or participate in any other or further action with respect
                                         to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the above-captioned Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	  Name:
	 	 	  Title:


 





 



 


6
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement,
including without limitation, provisions relating to Privileged Information.



 




    Exhibit OO-1


     


    

 


Exhibit
A


 


Summary
Scorecard [Template Example Below]


 





	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b


 






    Exhibit OO-2


     


    

 


EXHIBIT
PP


 


ASSET
REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Seller only with respect to each Delinquent Loan in accordance with the procedures
set forth below (each such procedure, a “Test”); provided, however, the Asset Representations Reviewer may,
but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit 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. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect to
a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement (the “Mortgage Loan
Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Seller’s knowledge, etc.), the Asset Representations Reviewer shall not
                                         be responsible for any investigation or review beyond that set forth in the applicable
                                         Test related to such representation and warranty;



 


		(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or title policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



 


		(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



 


		(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


		(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With
respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into account
any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement with respect to a Mortgage
Loan, and a Test pass shall be deemed to have occurred with respect to such



 






    Exhibit PP-1


     


    

 





			Test if the sole reason for not
                                         satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by the Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



 


		(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Seller.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit PP, and will not be obligated
to perform additional procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations Reviewer
will not be required to review any information other than (1) Review Materials specified in the related Test and (2) if applicable,
Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information
relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information,
the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred
to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 






    Exhibit PP-2


     


    






 





	 Representations
    and Warranties	 	Test	Review
    Materials
	 1.   Whole
    Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage
    Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole Loan
    is a senior or pari passu portion of a whole loan evidenced by a senior or pari passu note. At the time of the
    sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments
    to the Seller), participation or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free
    and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to
    such Mortgage Loan other than any servicing rights appointment, or similar agreement, any other pooling and servicing agreement
    with respect to a Non-Serviced Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender
    Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to
    Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges,
    charges or security interests of any nature encumbering such Mortgage Loan other than the rights of the holder of a related
    Companion Loan pursuant to a Co-Lender Agreement.	1a	Except
    with respect to a Mortgage Loan that is part of a whole loan, review the amounts listed on the original Mortgage Note and
    Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule. If the amounts are the same,
    then such Mortgage Loan would be considered a whole loan. If there is more than one property then the Mortgage for each Mortgaged
    Property would need to be aggregated. If identified as such, it will be a Test pass.	Mortgage;
    Mortgage Note; loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	1b	If
    a Mortgage Loan is part of a whole loan, review the Co-Lender Agreement and the Mortgage(s), Mortgage Note, loan agreement
    related to the Mortgage Loan (“Loan Agreement”), Mortgage Loan guaranty, Assignment of Leases, and Environmental
    Indemnity Agreement (collectively, the “Mortgage Loan Documents”) for an indication that it is a senior
    or a pari passu portion of a whole loan. If identified as such, it will be a Test pass.	Mortgage
    Loan Documents; Co-Lender Agreement
	1c	Review
    any notice of a breach of a representation or warranty relating to any Delinquent Mortgage Loan received by any other party
    to the PSA (collectively, the “PSA Party Notices”) for notation of (i) any Mortgage Note or Mortgage that
    was subject to any assignment (other than assignments to the Seller), participation or pledge; (ii) that the Seller did not
    have good title to or was not the sole owner of Mortgage Loan; or (iii) any Mortgage Loan was not free and clear of any and
    all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other
    than any servicing rights appointment or similar agreement, any other pooling and servicing agreement with respect to a Serviced
    Companion Loan and rights of the holder of a related Companion Loan pursuant to 	PSA
    Party Notices



 






     Exhibit PP-3


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	a
    Co-Lender Agreement. If no such notation is found, it will be a Test pass.	 
	1d	Review
    the PSA Party Notices for notation of any claim or assertion regarding the Seller not having the full right and authority
    to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.	PSA
    Party Notices
	1e	Review
    the PSA Party Notices for notation of any claim or assertion regarding the assignment to the Depositor not constituting a
    legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant
    to a Co-Lender Agreement. If such notation is not found, it will be a Test pass.	PSA
    Party Notices
	 2.   Loan
    Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other
    agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan
    is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited
    by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement
    of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered
    in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation,
    provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums)
    are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set
    forth in clause (i) above) such limitations 	2a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    2. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	2b	Review
    the PSA Party Notices for notation of any valid offset, defense, counterclaim or right of 	PSA
    Party Notices



 






     Exhibit PP-4


     

    

 





	 Representations
    and Warranties	 	Test	Review
    Materials
	or
                                         unenforceability will not render such Loan Documents invalid as a whole or materially
                                         interfere with the Mortgagee’s realization of the principal benefits and/or security
                                         provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

         

        Except
        as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission
        available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents,
        including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the
        Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended
        to be provided by the Mortgage Note, Mortgage or other Loan Documents.
	 	rescission
    available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages, Assignment of Leases (if
    a separate document) or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim
    or right of rescission based on intentional fraud by the Seller in connection with the origination of the Mortgage Loan, that
    would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan
    Documents. If no such notation is found, it will be a Test pass.	 
	 3.   Mortgage
                                         Provisions. The Loan Documents for each Mortgage Loan contain provisions that render
                                         the rights and remedies of the holder thereof adequate for the practical realization
                                         against the Mortgaged Property of the principal benefits of the security intended to
                                         be provided thereby, including realization by judicial or, if applicable, nonjudicial
                                         foreclosure subject to the limitations set forth in the Standard Qualifications.

         
	3	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications (as defined in
    representation and warranty 2). If such indication exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	 4.   Mortgage
                                         Status; Waivers and Modifications. Since origination and except by written instruments
                                         set forth in the related Mortgage File (a) the material terms of such Mortgage, Mortgage
                                         Note, Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired,
                                         modified, altered, satisfied, canceled, subordinated or rescinded in any respect which
                                         materially interferes with the security intended to be provided by such Mortgage; (b)
                                         no related Mortgaged Property or any portion thereof has been released from the lien
                                         of the related Mortgage in any manner which materially interferes with the security intended
                                         to be provided by such Mortgage or the use or operation of the remaining

         
	4a	Review
    the Mortgage Loan Documents and the PSA Party Notices for an indication that the material terms of such documents have been
    waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes
    with the security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage
    File. If no such indication is found, it will be a Test pass.	Mortgage
    Loan Documents; PSA Party Notices 
	4b	Review
    the PSA Party Notices and Mortgage Loan 	PSA
    Party Notices; Mortgage 








 






     Exhibit PP-5


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	portion
                                         of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor
                                         has been released from its material obligations under the Mortgage Loan.

         
		Documents
    for an indication that a related Mortgaged Property, or any portion thereof, has been released from the lien of the related
    Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or
    operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage
    File. If no such indication is found, it will be a Test pass.	Loan
    Documents
	4c	Review
    the PSA Party Notices and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related guarantor
    has been released from its material obligations under the Mortgage Loan except by written instruments set forth in the related
    Mortgage File. If no such notation is found, it will be a Test pass.
                                                                                                                          
	PSA
    Party Notices; Mortgage Loan Documents
	 5.   Lien;
    Valid Assignment. Subject to the Standard Qualifications, each Assignment of Mortgage and Assignment of Assignment of
    Leases to the Issuing Entity constitutes a legal, valid and binding assignment to the Issuing Entity. Each related Mortgage
    and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal,
    valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold)
    interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to
    Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth on Exhibit C (each such exception,
    a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.
    Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was,
    and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage,
    except those which are	5a	Review
    the PSA Party Notices for notation that any assignment of Mortgage or Assignment of Leases to the Issuing Entity does not
    constitute a legal, valid and binding assignment to the Issuing Entity, subject to the Standard Qualifications. If no such
    notation is found, it will be a Test pass.	PSA
    Party Notices
	5b	Review
    the Mortgage for each Mortgaged Property or the Assignment of Leases for each Mortgaged Property for any indication that the
    related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such
    indication is found, it will be a Test pass.	Mortgage;
    Assignment of Leases
	5c	Review
    the title policy (as defined in representation and warranty 6, the “Title Policy”) for indication that
    each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified
    on the Mortgage Loan Schedule, leasehold) 	Title
    Policy; Mortgage Loan Schedule



 






     Exhibit PP-6


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	bonded
    over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Seller’s
    knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the
    Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to
    or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s
    title insurance policy (as described below). Notwithstanding anything in this representation to the contrary, no representation
    is made as to the perfection of any security interest in rents or other personal property to the extent that possession or
    control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order
    to effect such perfection.	 	interest
    in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted
    Encumbrances (as defined in representation and warranty 6) and the exceptions to paragraph (6) set forth on Exhibit C (each
    such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard
    Qualifications. Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount
    to confirm they are equivalent. If such evidence is found, it will be a Test pass.	 
	

                                                                                5d
	Review
    the PSA Party Notices for notation that the Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title
    Exceptions) as of origination, and as of the Cut-off Date, was not to the Seller’s knowledge, free and clear of any
    recorded mechanics’ liens, recorded materialmens liens or other recorded encumbrances which are prior to or equal with
    the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s
    title insurance policy (as described in representation and warranty 6 below). If no such notation is found, it will be a Test
    pass.
        This
        Test does not extend to the perfection of any security interest in rents or other personal property to the extent that
        possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is
        required in order to effect such perfection.
	PSA
    Party Notices
	5e	Review
    the PSA Party Notices for notation that subject to (i) and (ii), the Seller had knowledge of existing rights which under law
    could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except
    	PSA
    Party Notices



 



     Exhibit PP-7


     

    

	 Representations
                                         and Warranties	 	Test	Review
    Materials
	 	 	those
    which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). If
    no such notation is found, it will be a Test pass.
        This
        Test does not extend to the perfection of any security interest in rents or other personal property to the extent that
        possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is
        required in order to effect such perfection.
	 
	 6.   Permitted
    Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association
    loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction
    (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked
    up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal
    amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least
    the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including
    any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage,
    the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water
    charges, sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions and restrictions, rights
    of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in
    such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants
    only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; (f) if
    the related Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage
    Loan contained in the same Crossed Mortgage Loan Group; and (g) if the related Mortgage Loan is part of a Whole Loan, the
    rights 	6a	Review
    the Title Policy for an indication that it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction, and that the amount of the policy covers
    the amount of the Mortgage Loan or, for multiple properties, an amount equal to the allocated loan amount after all advances
    of principal (including any advances held in escrow or reserves). If such indications exist, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	6b	Review
    the Title Policy for an indication that it insures for the benefit of the owner of the indebtedness secured by the mortgage,
    and represents a first priority lien of the mortgage, which lien is subject only to clauses (a) through (g) of representation
    and warranty 6. If such indications exist, it will be a Test pass.	Title
    Policy
	6c	Review
    the Title Policy for an indication that, except as contemplated by clauses (f) and (g) of representation and warranty 6, none
    of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related
    Mortgage. If such an indication is found, it will be a Test pass.	Title
    Policy



     



     Exhibit PP-8


     

    

     





	  Representations and Warranties	 	Test	Review Materials
	of the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement; provided that none of items (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clauses (f) and (g) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Seller thereunder and no claims have been paid thereunder. Neither the Seller, nor to the Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.	6d	Review the Title Policy for an indication that the Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Seller thereunder and no claims have been paid thereunder. If such indication is found, it will be a Test pass.	Title Policy
	6e	Review the PSA Party Notices for notation that either the Seller, or to the Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. If no such notation is found, it will be a Test pass.	PSA Party Notices
	
         7.   Junior Liens. It being understood that B notes
        secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that
        is cross-collateralized and cross-defaulted with another Mortgage Loan, there are no subordinate mortgages or junior liens securing
        the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes
        and assessments, mechanics and materialmens liens (which are the subject of the representation in paragraph (5) above), and equipment
        and other personal property financing). Except as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement, the
        Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.

         
	7a	
        Review the Title Policy as of the Closing Date for an indication of subordinate
        mortgages or junior liens encumbering the Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes
        and assessments, mechanics and materialmens liens (which are the subject of representation and warranty 5), and equipment and other
        personal property financing). If no such indication is found, it will be a Test pass.

         
	Title Policy
	7b	Review the PSA Party Notices for notation that the Seller had knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership interests in the related Mortgagor (except as set forth on an exhibit to the related Mortgage Loan Purchase Agreement). If no such notation is found, it will be a Test pass.	PSA Party Notices; Mortgage Loan Purchase Agreement
	
         8.   Assignment
of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument 
	8a	Review the Mortgage File for an indication that an Assignment of Leases (either as a separate instrument	Mortgage File; Assignment of Leases; Mortgage




 



     Exhibit PP-9


     

    

  


	 Representations
    and Warranties	 	Test	Review
    Materials
	or
    incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment
    of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in,
    rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to
    exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to
    operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The
    related Mortgage or related Assignment of Leases, subject to applicable law, provides that, upon an event of default under
    the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter
    into possession to collect the rents or for rents to be paid directly to the Mortgagee.	 	or
                                         incorporated into the related Mortgage) exists. If such indication is found, it will
                                         be a Test pass.

         
	 
	8b	Review
                                         the Title Policy for an indication that, subject to the Permitted Encumbrances and the
                                         Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral
                                         assignment of, or a valid first-priority lien or security interest in, rents and certain
                                         rights under the related lease or leases, subject only to a license granted to the related
                                         Mortgagor to exercise certain rights and to perform certain obligations of the lessor
                                         under such lease or leases, including the right to operate the related leased property,
                                         except as the enforcement thereof may be limited by the Standard Qualifications. If each
                                         is confirmed, it will be a Test pass.

         
	Title
    Policy
	8c	Review
    the Mortgage Loan Documents for an indication that, subject to applicable law, upon an event of default under the Mortgage
    Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession
    to collect the rents or for rents to be paid directly to the Mortgagee. If such indication is found, it will be a Test pass.	Mortgage
    Loan Documents
	 9.   UCC
    Filings. If the related Mortgaged Property is operated as a hospitality property, the Seller has filed and/or recorded
    or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording),
    UCC Financing Statements in the appropriate public filing and/or recording offices necessary at the time of the origination
    of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary
    to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material
    	9a	Review
    the appraisal to determine if the Mortgaged Property is a hospitality property. If so, review the PSA Party Notices for notation
    that the Seller has not filed and/or recorded, or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted
    in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices
    necessary at the time of the origination of the Mortgage Loan to perfect a valid 	PSA
    Party Notices; Appraisal



 






     Exhibit PP-10


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	personal
    property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement
    as permitted under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such
    personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case
    may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable
    lien and security interest on the items of personalty described above. No representation is made as to the perfection of any
    security interest in rents or other personal property to the extent that possession or control of such items or actions other
    than the filing of UCC Financing Statements are required in order to effect such perfection.	 	security
    interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such
    Mortgagor and located on the related Mortgaged Property. If no such notation is found, it will be a Test pass.	 
	9b	Review the Mortgage for an indication that, subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described in representation and warranty 9. If such indication is found, it will be a Test pass.

                                                                                 
	Mortgage
	 10.  Condition
of Property. The Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged
Property within six months of origination of the Mortgage Loan and within thirteen months of the Cut-off Date.

                                                                                                                                                     

                                                                                                                                                    An engineering report
or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than thirteen months
prior to the Cut-off Date. To the Seller’s knowledge, based solely upon due diligence customarily performed in connection
with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear
of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially
and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.
	10a	Review
    the property inspection report in the Mortgage File for an indication that it is dated within six months of the origination
    date, and within 13 months of the Cut-off Date. If such indication is found, it will be a Test pass.	Property
    Inspection Report
	10b	Review
    the engineering report or property condition assessment in the Mortgage File for an indication that it was dated no more than
    13 months prior to the Cut-off Date. If such indication is found, it will be a Test pass.	Engineering
    Report; Property Condition Assessment
	10c	Review
    the PSA Party Notices for a notation that, to the Seller’s knowledge, based solely upon due diligence customarily performed
    in connection with the origination of comparable mortgage loans, as of the Closing Date, a related Mortgaged Property was
    not free and clear of any material damage (other than deferred maintenance for which escrows were established at origination)
    that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.
    If no such notation is found, it will be a Test pass.	PSA
    Party Notices



 






     Exhibit PP-11


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 11.  Taxes
    and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
    water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be
    of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect
    of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover
    such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty,
    real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not
    be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon
    and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.	11	Review
    the PSA Party Notices for notation that any taxes, governmental assessments and other outstanding governmental charges (including,
    without limitation, water and sewage charges), or installments thereof which could be a lien on the related Mortgaged Property
    that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent
    in respect of each related Mortgaged Property have not been paid, or an escrow of funds has not been established in an amount
    sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon or that the date on which
    enforcement action is entitled to be taken by the related taxing authority has not passed. If such no such notation is found,
    it will be a Test pass.	PSA
    Party Notices
	 12.  Condemnation.
    As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there is no proceeding pending,
    and, to the Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened,
    for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use
    or operation of the Mortgaged Property.	12	Review
    the PSA Party Notices for notation of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged
    Property as of the origination date that would have a material adverse effect on the value, use or operation of the Mortgaged
    Property, or for evidence that the Seller had knowledge as of the Cut-off Date of any such proceeding. If no such notation
    is found, it will be a Test pass.	PSA
    Party Notices
	 13.  Actions
    Concerning Mortgage Loan. As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there
    was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
    or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially
    and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the
    Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability
    to perform under the related guaranty, (e) the principal benefit of the 	13a	Review
    the Mortgagor’s Counsel Opinion and PSA Party Notices for an indication of pending or filed action, suit or proceeding,
    arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged
    Property that existed on the origination date, and review the PSA Party Notices for notation that the Seller’s had knowledge
    of same as of the Closing Date. If such indication or notation is not found, it will be a Test pass.	Mortgagor’s
    Counsel Opinion; PSA Party Notices



 






     Exhibit PP-12


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	security
    intended to be provided by the Mortgage Loan documents or (f) the current principal use of the Mortgaged Property.	13b	Review
    the PSA Party Notices for notation of adverse outcome of any such pending, filed or threatened action, suit or proceeding,
    arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would adversely affect
    the matters set forth in clauses (a)-(f) of representation and warranty 13. If no such notation is found, it will be a Test
    pass.	PSA
    Party Notices
	14.  Escrow
    Deposits. All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each Mortgage Loan are in
    the possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable
    grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required
    to be escrowed with Mortgagee under the related Loan Documents are being conveyed by the Seller to Depositor or its servicer.	14a	Review
    the PSA Party Notices for an indication of any escrow deposits and payments required pursuant to the Mortgage Loan not in
    the Seller or its servicer’s possession or control. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	14b	Review
    the PSA Party Notices for notation of any deficiencies (subject to any applicable grace or cure periods) in connection therewith,
    or that such escrows and deposits (or the right thereto) that are required to be escrowed with the Mortgagee under the related
    Mortgage Loan Documents have not been conveyed by the Seller to Depositor or its servicer. If no such notation is found, it
    will be a Test pass.	PSA
    Party Notices
	 15.  No
                                         Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan
                                         Schedule has been fully disbursed as of the Closing Date and there is no requirement
                                         for future advances thereunder (except in those cases where the full amount of the Mortgage
                                         Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
                                         pending the satisfaction of certain conditions relating to leasing, repairs or other
                                         matters with respect to the related Mortgaged Property, the Mortgagor or other considerations
                                         determined by the Seller to merit such holdback).

         
	15a	Review
    the Mortgage Loan Documents and closing settlement statement for an indication that the principal amount of the Mortgage Loan
    was fully disbursed as of the Closing Date. If such an indication if found, it will be a Test pass.	Mortgage
    Loan Documents; closing settlement statement
	15b	Review
    the Mortgage Loan Documents for an indication that there is a requirement for future advances by the lender (except in those
    cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve
    accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the
    related Mortgaged Property, the 	Mortgage
    Loan Documents 



 






     Exhibit PP-13


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Mortgagor
    or other considerations determined by the Seller to merit such holdback). If no such indication is found, it will be a Test
    pass.	 
	 16.  Insurance.
                                         Each related Mortgaged Property is, and is required pursuant to the related Mortgage
                                         to be, insured by a property insurance policy providing coverage for loss in accordance
                                         with coverage found under a “special cause of loss form” or “all risk
                                         form” that includes replacement cost valuation issued by an insurer meeting the
                                         requirements of the related Loan Documents and having a claims-paying or financial strength
                                         rating of at least “A-:VIII” from A.M. Best Company or “A3” (or
                                         the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard
                                         & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”),
                                         in an amount (subject to a customary deductible) not less than the lesser of (1) the
                                         original principal balance of the Mortgage Loan and (2) the full insurable value on a
                                         replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
                                         owned by the Mortgagor and included in the Mortgaged Property (with no deduction for
                                         physical depreciation), but, in any event, not less than the amount necessary or containing
                                         such endorsements as are necessary to avoid the operation of any coinsurance provisions
                                         with respect to the related Mortgaged Property.

                                                                                                                                                                       

        Each
related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption
or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect
to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

         

        If
any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in
the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor
is required to maintain insurance in the maximum amount available under the National Flood Insurance Program.
	16a	Review
    the insurance coverage review document for an indication that the Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the Mortgage Loan Documents
    and Insurance Rating Requirements described in representation and warranty 16, in an amount not less than the lesser of (1)
    the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements,
    furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction
    for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary
    to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If such indication is found,
    it will be a Test pass.	Insurance
    Coverage Review Document
	16b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16c	Review
    the Mortgage Loan Documents for provisions requiring business interruption or rental loss insurance that covers a period of
    not less than 12 months (or with respect to a Mortgage Loan with a principal balance of $50 million or more, 18 months). If
    such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents



 






     Exhibit PP-14


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	If
                                         the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico
                                         or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related
                                         Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils
                                         and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements
                                         or endorsement covering damage from windstorm and/or windstorm related perils and/or
                                         named storms.

                                                                                                                                                     

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial
        general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for
        property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
        required by prudent institutional commercial mortgage lenders, and in any event not less than $1 million per occurrence
        and $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        the scenario expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake. In such
        instance, the SEL was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
        If the resulting report concluded that the SEL would exceed 20% of the amount of the replacement costs of the improvements,
        earthquake insurance on such Mortgaged Property was obtained from an insurer rated at least “A:VIII” by A.M.
        Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
        Standard & Poor’s Ratings Services in an amount not less than 100% of the SEL.

         

        The
        Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration
        of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding
        principal amount of the related Mortgage Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having
        the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of
	16d	Review
    the Mortgage Loan Documents for provisions requiring that if any material part of the improvements, exclusive of a parking
    lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
    Agency as a “Special Flood Hazard Area,” the related Mortgagor is required to maintain insurance in the maximum
    amount available under the National Flood Insurance Program. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	16e	Review
    the Mortgage Loan Documents for provisions requiring that if the Mortgaged Property is located within 25 miles of the coast
    of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor is
    required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an
    insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils
    and/or named storms. If such provisions are found, it will be a Test pass.	Insurance
    Coverage Review Document; 
	16f	Review
    the insurance coverage review document for an indication that the Mortgaged Property is covered by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements, including coverage for property damage, contractual
    damage and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional
    commercial mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If
    such indication is found, it will be a Test pass.	Insurance
    Coverage Review Document
	16g	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in test 16f 	Mortgage
    Loan Documents



 






     Exhibit PP-15


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	the
outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

                                                                                                                                                     

                                                                                                                                                    All premiums on all insurance policies
referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee
under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of
the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the
Trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s
failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s reasonable cost and expense and
to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require
at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium
and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than
10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has
been received by the Seller.
	 	above.
    If such provisions are found, it will be a Test pass.	
	16h	Review
    the Mortgage File for an architectural or engineering analysis of each of the Mortgaged Properties located in seismic zones
    3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the scenario
    expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake. In such instance, the
    SEL was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If such a report
    is found, it will be a Test pass.	Architectural
    or Engineering Analysis 
	16i	If
    the resulting report referenced in Test 16h concluded that the SEL would exceed 20% of the amount of the replacement costs
    of the improvements, review the insurance coverage review document for an indication that earthquake insurance on such Mortgaged
    Property was obtained from an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the
    equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services
    in an amount not less than 100% of the SEL. Review the insurance coverage review document for provisions requiring that insurance
    proceeds in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged
    Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan,
    the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration
    progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest
    thereon. If such indication is found, it will be a Test pass.	Insurance
    Coverage Review Document



 






     Exhibit PP-16


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	16j	Review
    the Mortgage Loan Documents for provisions that require insurance proceeds in respect of a property loss to be applied either
    (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in
    excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or related Whole Loan), the Mortgagee
    (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
    or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.
    If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	16k	Review
    the insurance coverage review document for an indication that all premiums on all insurance policies referred to in this section
    required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the Mortgage
    Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability
    insurance policy, as named or additional insured. If such evidence is found, it will be a Test pass.	Insurance
    Coverage Review Document
	16l	Review
    the insurance coverage review document for an indication that the insurance will inure to the benefit of the trustee. If such
    indication is found, it will be a Test pass.	Insurance
    Coverage Review Document
	16m	Review
    the Mortgage Loan Documents for an indication that any Mortgage Loan obligates the Mortgagor to maintain all such insurance
    and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s
    cost and expense and to charge such Mortgagor for related premiums. If such indication is found, it will be a Test pass.	Mortgage
    Loan Documents



 






     Exhibit PP-17


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	16n	Review
    the insurance coverage review document for an indication that the insurance policies (other than commercial liability policies)
    require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of
    a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not
    less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium. If such
    indication is found, it will be a Test pass. 	Insurance
    Coverage Review Document
	16o	Review
    the PSA Party Notices for notation that any notice described in Test 16n may have been received by the Seller. If no such
    notation is found, it will be a Test pass.	PSA
    Party Notices
	 17.  Access;
    Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal
    access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from
    a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic)
    and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes
    one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject
    to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has
    been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage
    Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged
    Property is a part until the separate tax lots are created.	17a	Review
    the zoning report for an indication that each Mortgaged Property is located on or adjacent to a public road and has direct
    legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress
    to/from a public road. If such indication is found, it will be a Test pass.	Zoning
    Report
	17b	Review
    the zoning report for an indication that each Mortgaged Property is served by or has uninhibited access rights to public or
    private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use
    of the Mortgaged Property. If such indication is found, it will be a Test pass.	Zoning
    Report
	17c	Review
    the Title Policy for an indication that each Mortgaged Property constitutes one or more separate tax parcels and does not
    include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated
    Title 	Title
    Policy



 






     Exhibit PP-18


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Policy
    insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for
    creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay
    taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If such
    indication is found, it will be a Test pass.	 
	 18.  No
    Encroachments. To the Seller’s knowledge based solely on surveys obtained in connection with origination and the
    Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy
    with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage
    Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged
    Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property,
    except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for
    which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the
    related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of
    such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach
    upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current
    use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.	18a	Review
                                         the survey and Title Policy for an indication that all material improvements that were
                                         included for the purpose of determining the appraised value of the Mortgaged Property
                                         at the time of the origination of such Mortgage Loan are within the boundaries of the
                                         related Mortgaged Property, except encroachments that do not materially and adversely
                                         affect the value or current use of such Mortgaged Property, or are insured by applicable
                                         provisions of the most recently dated Title Policy. If such an indication is found, it
                                         will be a Test pass.

         
	Survey;
    Title Policy; Appraisal
	18b	Review
    the survey and Title Policy for an indication that there exist improvements on adjoining parcels that encroach onto the Mortgaged
    Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not insured
    by applicable provisions of the most recently dated Title Policy. If no such indication is found, it will be a Test pass.	Survey;
    Title Policy
	18c	Review
    the survey or Title Policy for an indication that there exist improvements that encroach upon any easements and the removal
    of such encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not
    insured by applicable provisions of the most recently 	Survey;
    Title Policy



 






     Exhibit PP-19


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	dated
    Title Policy. If no such indication is found, it will be a Test pass.	 
	 19.  No
    Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature or an equity participation by the Seller. 	19	Review
    the PSA Party Notices for notation of shared appreciation or any other contingent interest provisions. Review the Mortgage
    Loan Documents for an indication of any negative amortization feature, or an equity participation provision. If no such notation
    or indication is found, it will be a Test pass.	PSA
    Party Notices; Mortgage Loan Documents 
	 20.  REMIC.
    The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined
    without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as
    qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did
    not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an
    interest in real property (including buildings and structural components thereof, but excluding personal property) having
    a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the
    adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal
    to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes
    hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real
    property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the
    Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the
    real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third party
    credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly
    modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either
    (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions
    of either sub-clause	20a	Review
    the origination settlement statement and Mortgage Note for an indication that the proceeds advanced by the lender did not
    exceed the stated principal amount of the Mortgage Note. If such an indication is found, it will be a Test pass.	Settlement
    Statement; Mortgage Note
	20b	Review
    the most recent appraisal and Mortgage Loan Documents for an indication that either (a) the Mortgage Loan or Whole Loan is
    secured by an interest in real property (including buildings and structural components thereof, but excluding personal property)
    having a fair market value (i) at the date such Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial
    principal amount of any Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the
    outstanding principal amount of the Mortgage Loan or Whole Loan on such date, provided that for purposes of clauses (i) and
    (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the
    real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with
    such Mortgage Loan, or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect
    the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party
    	Appraisal;
    Mortgage Loan Documents;



 






     Exhibit PP-20


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	(B)(a)(i)
    above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii),
    including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute
    “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms
    used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	credit
    enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If such an indication is found, it will
    be a Test pass.	 
	20c	Review
    the PSA Party Notices for a notation that the Mortgage Loan was modified prior to the Closing Date, and if so, if the modification
    was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the
    default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i)
    in the first sentence of representation and warranty 22 (substituting the date of the last such modification for the date
    any Mortgage Loan was originated) or sub clause (B)(a)(ii) in the first sentence of representation and warranty 22, including
    the proviso thereto. If there were any such modifications, and they satisfy the above conditions, it will be a Test pass.	PSA
    Party Notices
	20d	Review
    the PSA Party Notices for notation of any claim or assertion to the effect that the prepayment premium and yield maintenance
    charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If no such notation
    is found, it will be a Test pass.	PSA
    Party Notices
	 21.  Compliance
                                         with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges,
                                         yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of
                                         the date of origination with, or was exempt from, applicable state or federal laws, regulations
                                         and other requirements pertaining to usury.

         
	21	Review
    the PSA Party Notices for notation of any claim or assertion to the effect that the Mortgage Rate (exclusive of any default
    interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan did not comply as of the date
    of origination with, or was not exempt from, applicable state or federal laws, regulations and other requirements pertaining
    to usury. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	 22.  Authorized
    to do Business. To the extent required under applicable	22	Review
    the PSA Party Notices for notation that as of 	PSA
    Party Notices



 






     Exhibit PP-21


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	law,
    as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized
    to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property
    is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage
    Loan by the Trust.	 	the
    Cut-off Date, or as of the date that such entity held the Mortgage Note, any holder of the Mortgage Note was not authorized
    to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property
    is located, or the failure to be so authorized materially and adversely affects the enforceability of such Mortgage Loan by
    the Trust. If no such notation is found, it will be a Test pass.	 
	 23.  Trustee
    under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the
    Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently
    so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or
    may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	23a	Review
    the Mortgage Loan Documents for an indication that as of the date of origination, a trustee, duly qualified under applicable
    law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the
    Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.
    If such an indication is found, it will be a Test pass.	Mortgage
    Loan Documents
	23b	Review
    the PSA Party Notices for notation that, to the Seller’s knowledge, as of the Closing Date, no trustee, duly qualified
    under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance
    with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related
    Mortgagee. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	 24.  Local
    Law Compliance. To the Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal
    opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other
    affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial
    and multifamily mortgage loans intended for securitization, there are no material violations of applicable zoning ordinances,
    building codes and land laws (collectively “Zoning 	24a	Review
    the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
    building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located
    on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan
    (or related Whole Loan, as applicable) or as of the 	Zoning
    Report; Title Policy



 






     Exhibit PP-22


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	Regulations”)
    with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the
    date of origination of such Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those
    which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse
    effect on the value, operation or net operating income of the Mortgaged Property. The terms of the Loan Documents require
    the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.	 	Cut-off
    Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not
    have a material adverse effect on the value, operation or net operating income of the Mortgaged Property. If such indication
    is found, it will be a Test pass.	 
	24b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable
    governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
Loan Documents
	 25.  Licenses
    and Permits. Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable
    governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Seller’s
    knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance
    consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for
    securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage
    Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property
    is located.	25a	Review
    the Mortgage Loan Documents for an indication that each Mortgagor has covenanted to keep all material licenses, permits and
    applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If
    such an indication is found, it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the PSA Party Notices for notation that, to the Seller’s knowledge, any material licenses, permits and applicable governmental
    authorizations are not in effect. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	25c	Review
    the Mortgage Loan Documents for provisions requiring the Mortgagor to be qualified to do business in the jurisdiction in which
    the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	26.  Recourse
    Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the
    Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated
    with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of
    the following events: (i) if 	26a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the
    events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 26. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents



 






     Exhibit PP-23


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	any
    voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar
    federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with (or, alternatively,
    solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor
    or (iii) voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Loan
    Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person
    or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than
    equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s
    (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of
    (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits
    to be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases
    prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental
    covenants in the Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property (but,
    in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such
    waste).	26b	Review
    the Mortgage Loan Documents for provisions permitting recourse against the Mortgagor and guarantor in connection with the
    events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 26. If such provisions are
    found, it will be a Test pass.	Mortgage
    Loan Documents
	 27.  Mortgage
    Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion
    of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment,
    of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such
    portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full
    of such Mortgage Loan, (c) upon a Defeasance defined in (32) below, (d) releases of out-parcels that are unimproved or other
    portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged
    Property and which were not afforded any material value in	27a	Review
    the Mortgage Loan Documents for provisions stating that the only conditions under which a property may be released during
    the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty
    27. If such provisions are found, it will be a Test pass. 	Mortgage
    Loan Documents
	27b	Review
    the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d)
    of the first sentence of representation and warranty 27 either: (x) such release of collateral (i) would not constitute a
    “significant modification” of the subject Mortgage Loan within 	Mortgage
    Loan Documents



 






     Exhibit PP-24


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	the
appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property
or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation or taking by a State or any political
subdivision or authority thereof. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such
release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified
mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with
the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax
counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for all Mortgage
Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after
the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or related Whole Loan) outstanding after
the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC
Provisions.

                                                                                                                                                                       

                                                                                                                                                                      With
respect to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor
can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC
Provisions and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or
released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage
(but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged
Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or related Whole Loan).

                                                                                                                                                                       

                                                                                                                                                                      No Mortgage
Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the
release of cross-collateralization of the related Mortgaged
	 	the
    meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a
    “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer
    can, in accordance with the related Mortgage Loan Documents, condition such release of collateral on the related Mortgagor’s
    delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the
    preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property
    constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage
    Loan outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the
    amount required by the REMIC Provisions of the Code. If such provisions are found, it will be a Test pass.	
	27c	Review
    the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (e) of the
    first sentence of representation and warranty 27, for all Mortgage Loans originated after December 6, 2010, the Mortgagor
    can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the
    REMIC Provisions of the Code and, to such extent, such amount may not be required to be applied to the restoration of the
    Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property
    from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property
    constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage
    Loan (or related Whole Loan). If such 	Mortgage
    Loan Documents



 






     Exhibit PP-25


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	Properties
    or a portion thereof, including due to partial condemnation, other than in compliance with the REMIC Provisions.	 	provisions
    are found, it will be a Test pass.	
	27d	Review
    the Mortgage Loan Documents for provisions stating that, no Mortgage Loan that is secured by more than one Mortgaged Property
    or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged
    Properties or a portion thereof, including due to partial condemnation, other than in compliance with the REMIC Provisions
    of the Code. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	 28.  Financial
    Reporting and Rent Rolls. The Mortgage Loan documents for each Mortgage Loan require the Mortgagor to provide the owner
    or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly
    (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place
    base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more
    than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities),
    together with the related combined statements of operations, members’ capital and cash flows, including a combining
    balance sheet and statement of income for the Mortgaged Properties on a combined basis.	28a	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with
    quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with
    quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of
    the in-place base rent and annual financial statements which annual financial statements with respect to each Mortgage Loan
    with more than on Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities),
    together with the related combined statements of operations, members’ capital and cash flows, including a combining
    balance sheet and statement of income for the Mortgaged Properties on a combined basis. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents
	 29.  Acts
    of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance
    policy and business interruption policy (issued by an insurer meeting the Insurance 	29a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the
    insurance coverage review 	Mortgage
    Loan Documents; Insurance Coverage Review Document



 






     Exhibit PP-26


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	Rating
    Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended
    by the Terrorism Risk Insurance Program Reauthorization Act of 2007, as amended by the Terrorism Risk Insurance Program Reauthorization
    Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is
    covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance
    policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the
    date of origination of the Mortgage Loan, and, to the Seller’s knowledge, do not, as of the Cut-off Date, specifically
    exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate
    terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit
    the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided,
    however, that if TRIA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is
    commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event
    the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the
    cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of
    terrorism insurance available with funds equal to the Terrorism Cap Amount. The “Terrorism Cap Amount”
    is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such
    time in respect of the property and business interruption/rental loss insurance required under the related Loan Documents
    (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance).	 	document
    for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting
    the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists
    a separate terrorism insurance policy related to the Mortgaged Property. If such an indication is found, it will be a Test
    pass.	 
	29b	Review
    the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination. If so,
    review the insurance coverage review document for an indication that the related special all-risk insurance policy and business
    interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination
    of the Mortgage Loan, and, based on a review of the PSA Party Notices for lack of notation that to the Seller’s knowledge,
    do not, as of the Cut-off Date, specifically exclude acts of terrorism, from coverage, or if such coverage is excluded, it
    is covered by a separate terrorism insurance policy. If such conditions are found to exist, it will be a Test pass.	Mortgage
    Loan Documents; Insurance Coverage Review Document; PSA Party Notices
	29c	Review
    the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for
    Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 29), or damages related thereto; provided,
    however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially
    available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor
    shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism
    insurance exceeds the Terrorism 	Mortgage
    Loan Documents



 






     Exhibit PP-27


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Cap
    Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the
    Terrorism Cap Amount. If no indication is found, it will be a Test pass. For the purpose of testing 29c, the “Terrorism
    Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium
    that is payable at such time in respect of the property and business interruption/rental loss insurance required under the
    related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty
    and business interruption/rental loss insurance).	 
	 30.  Due
    on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale”
    or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without
    the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying
    with the requirements of the related Loan Documents (which provide for transfers without the consent of the Mortgagee which
    are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of
    property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings,
    fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered
    into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50%
    in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and
    estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in
    the related Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor,
    (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related
    Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder,
    (v) transfers of stock or similar equity units in 	30a	Review
    the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of
    the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation
    and warranty 30. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
    fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents



 






     Exhibit PP-28


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	publicly
    traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) in this
    Exhibit B or the exceptions thereto set forth on Exhibit C, or (vii) as set forth on an exhibit to the applicable Mortgage
    Loan Purchase Agreement by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future
    permitted mezzanine debt as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (b) the related
    Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other
    than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under
    the related Loan Documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and
    cross-defaulted with another Mortgage Loan, as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement
    or (iv) Permitted Encumbrances. The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are
    incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such
    payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer
    or encumbrance.	 	 	 
	 31.  Single-Purpose
    Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan
    is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan
    with a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each
    Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation
    of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual,
    whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $5 million or less,
    its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized
    solely for the purpose of owning and operating one or more of the Mortgaged 	31a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 31) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	31b	Review
    the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off
    Date Principal Balance in excess of $15 million, review the Mortgage Loan Documents and the Mortgagor’s organizational
    documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test
    pass.	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents



 






     Exhibit PP-29


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	Properties
    securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties,
    and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially
    to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged
    Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents,
    that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor
    for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself
    out as a legal entity, separate and apart from any other person or entity.	31c	Review
    the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off
    Date Principal Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation
    of the Mortgagor. If such an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	 32.  Defeasance.
    With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”),
    (i) the Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions
    specified in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii)
    the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury
    Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make
    all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity
    date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment
    penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues
    from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified
    percentage at least equal to the lesser of (A) 110% of the allocated loan amount for the real property to be released and
    (B) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is required to provide a certification from
    an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage
    Note as set forth in (iii) above, (v) if the Mortgagor would continue to own assets in addition to the defeasance collateral,
    the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require
    such 	32	Review
    the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 32. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents



 






     Exhibit PP-30


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	assumption)
    by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected
    security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor is required to pay all
    rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other
    reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions
    of counsel.	 	 	 
	 33.  Fixed
    Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage
    Loan, except in situations where default interest is imposed.	33	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such Mortgage Loan, except in situations where default interest is imposed. If such an indication is found, it will be
    a Test pass.	Mortgage
    Loan Documents
	 34.  Ground
                                         Leases. For purposes of this Exhibit B, a “Ground Lease” shall
                                         mean a lease creating a leasehold estate in real property where the fee owner as the
                                         ground lessor conveys for a term or terms of years its entire interest in the land and
                                         buildings and other improvements, if any, comprising the premises demised under such
                                         lease to the ground lessee (who may, in certain circumstances, own the building and improvements
                                         on the land), subject to the reversionary interest of the ground lessor as fee owner
                                         and does not include industrial development agency (IDA) or similar leases for purposes
                                         of conferring a tax abatement or other benefit.

                                                                                                                                                                       

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or
        in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property,
        based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor
        of the Seller, its successors and assigns, the Seller represents and warrants that:

         

        A.   The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction.  The 
	34a	Review
the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 34). If
so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the
lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 34b through 34r.

                                                                                                                                                
	Appraisal;
    Mortgage Loan Documents; Title Policy
	34b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	34c	Review
    the Ground Lease and the ground lessor’s estoppel (or other agreement received from the ground lessor) for an indication
    that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged
    Property by such lessee, its successors or assigns in a manner that 	Ground
    lease; Ground lessor’s estoppel; Other agreement received from the ground lessor



 






     Exhibit PP-31


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage.  No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;

                                                                                                                                                                       

        B.    The
lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the
Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written
consent of the Mortgagee;

         

        C.    The
Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the
stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the
stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

         

        D.    The
Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except
for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance
and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

         

        E.    The
Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable
to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided
that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned,
it is
	 	would
    adversely affect the security provided by the mortgage. If such indication is found, it will be a Test pass.	 
	34d	Review
    the PSA Party Notices for notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease
    since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage
    File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument
    is in the Mortgage File, it will be a Test pass.	PSA
    Party Notices; Mortgage File
	34e	Review
    the Ground Lease and the ground lessor’s estoppel (or other agreement received from the ground lessor) for a provision
    that the Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the Mortgagee.
    If such a provision is found, it will be a Test pass.	Ground
    Lease; Ground lessor’s estoppel; Other agreement received from the ground lessor
	34f	Review
    the Ground Lease and the ground lessor’s estoppel (or other agreement received from the ground lessor) for an indication
    that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
    may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond
    the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes
    by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes).
    If such an indication is found, it will be a Test pass.	Ground
    Lease; Ground lessor’s estoppel; Other agreement received from the ground lessor
	34g	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or 	Title
    Policy; SNDA



 






     Exhibit PP-32


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	further
                                         assignable by the holder of the Mortgage Loan and its successors and assigns without
                                         the consent of (but with prior notice to) the lessor;

                                                                                                                                                                       

        F.    The
Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s
knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of
notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground
Lease is in full force and effect as of the Closing Date;

         

        G.   The
Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice
of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is
given to the Mortgagee;

         

        H.   The
Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after
the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        I.     The
Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial
mortgage lender;

         

        J.     Under the terms of the Ground Lease, an estoppel or other agreement received from the ground
lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable
to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or
substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all
or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount
	 	encumbrances
    superior to, or of equal priority with, the mortgage, except for the related fee interest of the ground lessor and the Permitted
    Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the
    lessor’s fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	
	34h	Review
    the Ground Lease and any estoppel (or other agreement of the ground lessor) for an indication that the Ground Lease does not
    place restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan
    and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the
    extent required in accordance with the Ground Lease). If such indication is found, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	34i	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) for an indication that in the event it is so assigned,
    it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with
    prior notice to) the lessor. If such indication is found, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	34j	Review
    the PSA Party Notices for notation that the Seller has received any written notice of material default under or notice of
    termination of such Ground Lease. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	34k	Review
    the PSA Party Notices for notation that to the Seller’s knowledge, there is a material default under such Ground Lease
    or condition that, but for the passage of time or giving of notice, would result in a 	PSA
    Party Notices



 






     Exhibit PP-33


     

    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	specified
in the related Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds
as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with
any accrued interest;

                                                                                                                                                                                                    

                                                                                                                                                                                                   K.   In
the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the
ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to
the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage
Loan, together with any accrued interest; and

                                                                                                                                                                                                    

                                                                                                                                                                                                   L.    Provided that the Mortgagee cures any defaults which are
susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the
Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
	 	material
    default under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	 
	34l	Review
    the PSA Party Notices for a notation that to the Seller’s knowledge, such Ground Lease was not in full force and effect
    as of the Closing Date. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	34m	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that the lessor is required to give
    to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against
    the Mortgagee unless such notice is given to the Mortgagee. If such provisions are found, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	34n	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that the Mortgagee is permitted a reasonable
    opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground
    Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt
    of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test
    pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	34o	Review
    the Ground Lease for provisions that impose any restrictions on subletting that would be viewed as commercially unreasonable
    by a prudent commercial mortgage lender. If no such provisions are found, it will be a Test pass.	Ground
    Lease
	34p	Review
    the Ground Lease, estoppel (or other agreement of the ground lessor) and Mortgage Loan Documents for an indication that any
    related insurance proceeds or the portion of the condemnation 	Ground
    Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents



  






     Exhibit PP-34


     

    







 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	award
    allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect
    of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to
    restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold
    amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold
    and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of
    the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	 
	34q	Review
    the Ground Lease, estoppel (or other agreement of the ground lessor) and Mortgage Loan Documents for an indication that, in
    the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
    and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
    to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
    Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
    of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	34r	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that, provided that the Mortgagee cures
    any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee
    upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If
    such provisions are found, 	Ground
    Lease; Estoppel (or other agreement of the ground lessor)



 



    Exhibit PP-35


     


    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	it
    will be a Test pass.	 
	35.   Servicing.
    The servicing and collection practices used by the Seller with respect to the Mortgage Loan have been, in all respects, legal
    and have met customary industry standards for servicing of commercial loans for conduit loan programs.	35a	Review
    the PSA Party Notices for notation to the effect that the servicing and collection practices used by the Seller in respect
    of the Mortgage Loan were not in all respects, legal and met customary industry standards for servicing of commercial loans
    for conduit loan programs. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	36.   Origination
    and Underwriting. The origination practices of the Seller (or the related originator if the Seller was not the originator)
    with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such
    Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material respects with,
    or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or
    local law otherwise covered in this Exhibit B.	36	Review
    the PSA Party Notices for notation to the effect that the origination practices of the Seller (or the related originator if
    the Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as
    of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable), or the origination thereof
    did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating
    to the origination of such Mortgage Loan; provided that representation and warranty 36 does not address or otherwise cover
    any matters with respect to federal, state or local law otherwise covered in Exhibit B. If no such notation is found, it will
    be a Test pass.	PSA
    Party Notices
	37.   No
    Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any
    grace or cure period, in making required debt service payments since origination, and as of the date hereof, no Mortgage Loan
    is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing
    Date. To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing
    under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage
    of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation
    or event of 	37a	Review
    the PSA Party Notices for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any
    grace or cure period, in making required payments since origination, or (ii) the Mortgage Loan was delinquent beyond any applicable
    grace or cure periods as of the Closing Date. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	37b	Review
    the PSA Party Notices for notation of the Seller’s knowledge of (a) a material default, breach, violation or event of
    acceleration existing under the 	PSA
    Party Notices



 



    Exhibit PP-36


     


    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	acceleration,
    which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects
    the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however,
    that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically
    pertains to or arises out of an exception scheduled to any other representation and warranty made by the Seller in this Exhibit
    B (including, but not limited to, the prior sentence). No person other than the holder of such Mortgage Loan may declare any
    event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	 	related
    Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice
    and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration,
    which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects
    the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found,
    it will be a Test pass.	 
	37c	Review
    the PSA Party Notices for notation that a person other than the holder of such Mortgage Loan may declare any event of default
    under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan Documents. If no such notation is found, it
    will be a Test pass.	PSA
    Party Notices
	38.   Bankruptcy.
                                         As of the date of origination of the related Mortgage Loan and to the Seller’s
                                         knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants
                                         of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor,
                                         guarantor or tenant occupying a single-tenant property is a debtor in state or federal
                                         bankruptcy, insolvency or similar proceeding.

         
	38	Review
                                         Lexis/Nexis (or comparable search) and the PSA Party Notices for an indication that the
                                         Mortgaged Property (other than any tenants of such Mortgaged Property), or any portion
                                         thereof, was the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant
                                         property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding
                                         as of the origination date. Review the PSA Party Notices for an indication that the Seller
                                         had knowledge that the above occurred prior to the Cut-off Date. If no such indication
                                         or notation is found for either, it will be a Test pass.

         
	Lexis/Nexis
    (or comparable search); PSA Party Notices
	39.   Organization
    of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the
    Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan (or the related Whole Loan,
    as applicable), the Mortgagor is an entity organized under the laws of a 	39a	Review
    the certified copies of the organizational documents of the Mortgagor for an indication that the Mortgagor is an entity organized
    under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If
    	Organizational
    Documents



 



    Exhibit PP-37


     


    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	state
    of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage
    Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is
    an affiliate of another Mortgagor under another Mortgage Loan.	 	such
    indication is found, it will be a Test pass.	 
	39b	Review
    the certified copies of the organizational documents of the Mortgagor for an indication that, except with respect to any Mortgage
    Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is
    an affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found, it will be a Test pass.	Organizational
    Documents
	40.   Environmental
    Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment)
    and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”)
    meeting ASTM requirements were conducted by a reputable environmental consultant in connection with such Mortgage Loan within
    12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the
    existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, an “Environmental
    Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of
    an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following
    statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the
    estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been
    escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition
    relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water,
    the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required
    to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk;
    (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects
    prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable
    governmental regulatory.	40a	Review
    the Diligence File to determine if an ESA (as defined in representation and warranty 40) is included. If so, review the ESA
    for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication
    is found, it will be a Test pass.	Diligence
    File; ESA
	40b	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property (as defined in representation and warranty 40) or (ii) the need for further investigation. If no such indication
    is found, it will be a Test pass. 	ESA
	40c	Review
                                         the ESA for an indication that it identified (i) the existence of a recognized environmental
                                         condition at the related Mortgaged Property or (ii) the need for further investigation.
                                         If such an indication is found, the following test procedures (subparts 40c-1 through
                                         40c-6) will be performed. If any of the subparts indications are found, it will be a
                                         Test pass.

         

        1.
        Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant
        to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or
        the environmental condition has been escrowed by the
	ESA;
    Escrow Statements; Mortgage Loan Documents; Diligence File; Insurance Coverage Review Document



 



    Exhibit PP-38


     


    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	authority
    (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as
    “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental
    policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers
    liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or
    the equivalent) by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings,
    Inc.; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance
    and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a
    party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is
    required to take action. To the Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition
    (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.	 	Mortgagor
                                         and is held by the related Mortgagee.

                                                                                                                          

        2.
        Review the ESA for an indication that if the only Environmental Condition (as defined in representation and warranty 40)
        relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint or lead in drinking
        water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Mortgage Loan
        Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor
        that, based on the ESA, can reasonably be expected to mitigate the identified risk.

         

        3.
        Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated
        in all material respects prior to the Cut-off Date, as evidenced by a no further action or closure letter that was obtained
        from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further
        action is required.

         

        4.
        Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution
        legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance
        or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service,
        Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.

         

        5.
        Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible
        party for such condition or circumstance and such responsible party has financial resources considered by the Seller to
        be adequate to address the situation.
	 



 



    Exhibit PP-39


     


    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	6.
    Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by
    the Seller to be adequate to address the situation is required to take action.	 
	41.   Appraisal.
    The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage
    Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of
    the Appraisal Institute (“MAI”) and, to the Seller’s knowledge, had no interest, direct or indirect,
    in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected
    by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental
    letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
    as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraisal contains a statement, or is accompanied
    by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the
    Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.	41a	Review
    the appraisal for an indication that it was dated within 6 months of the Mortgage Loan origination date and with 12 months
    of the Closing Date. If such an indication is found, it will be a Test pass.	Appraisal
	41b	Review
                                         the appraisal for an indication that it was signed by an appraiser represented to be
                                         an MAI. If such an indication is found, it will be a Test pass.

         
	Appraisal
	41c	Review
                                         the PSA Party Notices for notation that, to the Seller’s knowledge, the appraiser
                                         had an interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in
                                         any loan made on the security thereof, or whose compensation was affected by the approval
                                         or disapproval of the Mortgage Loan. If no such notation is found, it will be a Test
                                         pass.

         
	PSA
    Party Notices
	41d	Review
    the appraisal for an indication that it includes documentation in the appraisal or a supplemental letter that the appraisal
    satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal
    Standards Board of the Appraisal Foundation and was performed in accordance with the requirements of the Financial Institutions
    Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. If such indications
    are found, it will be a Test pass.	Appraisal
    or supplemental letter from Appraiser 



 



    Exhibit PP-40


     


    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	42.   Mortgage
    Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached
    as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off
    Date and contains all information required by the PSA to be contained in the Mortgage Loan Schedule.	42a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents and (iii) PSA. If there are no such discrepancies,
    it will be a Test pass.	Mortgage
    Loan Purchase Agreement; Annex A to Prospectus; Mortgage Loan Documents; PSA
	42b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	43.   Cross-Collateralization.
    Except with respect to a Mortgage Loan that is part of a Whole Loan no Mortgage Loan is cross-collateralized or cross-defaulted
    with any other mortgage loan that is outside the Mortgage Pool, except as set forth on Exhibit C.	43	Except
    for any Mortgage Loan that is part of a Whole Loan or any Mortgage Loan otherwise set forth on Exhibit C of the Mortgage Loan
    Purchase Agreement, review the PSA Party Notices for notation that the Mortgage Loan is cross-collateralized or cross-defaulted
    with any other Mortgage Loan that is outside the Mortgage Pool. If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	44.   Advance
    of Funds by the Seller. After origination, no advance of funds has been made by the Seller to the related Mortgagor other
    than in accordance with the Loan Documents, and, to the Seller’s knowledge, no funds have been received from any person
    other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated
    by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into
    a Mortgagee-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither the Seller
    nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other
    than contributions made on or prior to the date hereof.	44a	Review
    the PSA Party Notices for notation that, after origination, an advancement of funds had been made by the Seller to the related
    Mortgagor other than in accordance with the Mortgage Loan Documents, or, to the Seller’s knowledge, funds have been
    received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage
    Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing,
    amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Mortgage
    Loan Documents). If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	44b	Review
    the PSA Party Notices for notation that the Seller, or an affiliate has an obligation to make any 	PSA
    Party Notices



 



    Exhibit PP-41


     


    

 


	 Representations
    and Warranties	 	Test	Review
    Materials
	 	 	capital
    contribution to any Mortgagor, other than contributions made on or prior to the Closing Date. If no such notation is found,
    it will be a Test pass.	 
	45.   Compliance
                                         with Anti-Money Laundering Laws. The Seller has complied in all material respects
                                         with all applicable anti-money laundering laws and regulations, including without limitation
                                         the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.

         
	45	Review
    the PSA Party Notices for notation that the Seller has not complied in all material respects with all applicable anti-money
    laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination
    of the Mortgage Loan. If no such notation is found, it will be a Test pass.	PSA
    Party Notices


 


    Exhibit PP-42


     


    



 


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 2017-GS5


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	GS Mortgage Securities Trust 2017-GS5, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5



 


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance 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]


 


	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head
	
         

         

         

         

	 	 
	
        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 2017-GS5, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5



 


In accordance with Section
12.01(a) of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance 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 2017-GS5, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS5
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 


    Exhibit RR-2


     


    


 


EXHIBIT SS


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF
THE HRR CERTIFICATES


 


March 21, 2017


 


	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 2017-GS5, Commercial Mortgage Pass-Through Certificates, Series 2017-GS5
                                         	 



 


In accordance with Section 5.1(d)
of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Agreement”), the Certificate Administrator
hereby acknowledges receipt of $67,163,240 of the Class E, Class F and Class G Certificates in the form of a 144A Global Certificates
(CUSIP No. [______]), which constitutes the Class E, Class F and Class G Certificates, as defined in the Agreement, for the benefit
of RREF III-D AIV RR, LLC, the initial Third Party Purchaser. A copy of such Certificates is attached as Exhibit A-1.


 


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


     


    



 


Schedule
1


 


MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	350 Park Avenue



 


		2.	Lafayette Centre



 


		3.	Ericsson North American HQ



 


		4.	U.S. Industrial Portfolio



 


		5.	GSK R&D Centre



 


		6.	Simon Premium Outlets



 


		7.	AMA Plaza



 


		8.	North Run Business Park



 


		9.	Pentagon Center



 


		10.	225 Bush Street



 




    Schedule 3-1


     


    


 


Schedule
2


 


CLASS A-AB SCHEDULED PRINCIPAL BALANCE SCHEDULE


See Annex E to the Prospectus.


 




    Schedule 3-2


     


    


 


Schedule
3


 


MORTGAGE LOANS WITH “PERFORMANCE”,
“EARN-OUT” OR “HOLDBACK” ESCROWS OR RESERVES


 


Largo 95


 






    Schedule 3-3